WABASH NATIONAL Corp 10-Q for FY2026 Q3
WABASH NATIONAL Corp (WNC)
10-Q
2026-10-29
For: 2026-09-30
View Original
Added on
October 29, 2026
About this 10-Q
WABASH NATIONAL Corp filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Wabash National reported third-quarter net sales increased $94.8 million, or 24.8%, while gross profit fell to $14.9 million; nine-month gross profit was $19.6 million, down $56.5 million. Liquidity was $277.0 million as of September 30, 2026. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $476.41M
- up 24.8% from $381.6M a year earlier
- Net loss
- $20.75M
- compared with net income of $39.98M a year earlier
- Diluted EPS
- -$0.51
- compared with $0.97 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| (Mark One) | ||||||||
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||
For the quarterly period ended September 30, 2026
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: 001-10883
(Exact name of registrant as specified in its charter)
 | |||||||||||
| (State of Incorporation) | (IRS Employer Identification Number) | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (765 ) 771-5310
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 | ☐ | ☒ | |||||||||
| 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of common stock outstanding at October 22, 2026 was 40,738,694 .
WABASH NATIONAL CORPORATION
FORM 10-Q
TABLE OF CONTENTS
| Page | ||||||||
2
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Deferred income taxes | |||||||||||
| Intangible assets, net | |||||||||||
| Investment in unconsolidated entities | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Noncontrolling interest | |||||||||||
| Wabash National Corporation stockholders’ equity: | |||||||||||
Common stock | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock at cost, | ( | ( | |||||||||
| Total Wabash National Corporation stockholders' equity | |||||||||||
| Total liabilities, noncontrolling interest, and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these Condensed Consolidated Statements.
3
WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited – dollars in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| General and administrative expenses | ( | ( | |||||||||||||||||||||
| Selling expenses | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Impairment and other, net | ( | ( | |||||||||||||||||||||
| (Loss) income from operations | ( | ( | |||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) from unconsolidated entity | ( | ( | |||||||||||||||||||||
| (Loss) income before income tax expense | ( | ( | |||||||||||||||||||||
| Income tax (benefit) expense | ( | ( | |||||||||||||||||||||
| Net (loss) income | ( | ( | |||||||||||||||||||||
| Net income attributable to noncontrolling interest | |||||||||||||||||||||||
| Net (loss) income attributable to common stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net (loss) income attributable to common stockholders per share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average common shares outstanding (in thousands): | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Dividends declared per share | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Statements.
4
WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited – dollars in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||||||||||||||
| Unrealized gain (loss) on derivative instruments | ( | ( | |||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive (loss) income | ( | ( | |||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interest | |||||||||||||||||||||||
| Comprehensive (loss) income attributable to common stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Statements.
5
WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited – dollars in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangibles | |||||||||||
| Net (gain) loss on sale of property, plant and equipment | ( | ||||||||||
| Deferred income taxes | ( | ||||||||||
| Stock-based compensation | |||||||||||
| Non-cash interest expense | |||||||||||
| Equity in (income) loss from unconsolidated entity | ( | ||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other | ( | ||||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Other, net | ( | ( | |||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| Cash flows from investing activities | |||||||||||
| Cash payments for capital expenditures | ( | ( | |||||||||
| Expenditures for revenue generating assets | ( | ( | |||||||||
| Proceeds from the sale of assets | |||||||||||
| Acquisition, net of cash acquired | ( | ( | |||||||||
| Investment in unconsolidated affiliates and other | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Dividends paid | ( | ( | |||||||||
| Proceeds from issuance of Convertible Notes | |||||||||||
| Borrowings under revolving credit facilities | |||||||||||
| Payments under revolving credit facilities | ( | ( | |||||||||
| Debt issuance costs paid | ( | ( | |||||||||
| Stock repurchases | ( | ||||||||||
| Other | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Cash and cash equivalents: | |||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Net cash refunds received for income taxes | $ | ( | $ | ( | |||||||
| Period end balance of payables for property, plant, and equipment | $ | $ | |||||||||
The accompanying notes are an integral part of these Condensed Consolidated Statements.
6
WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited – dollars in thousands)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders for the period | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||
| Common stock dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized gain on derivative instruments, net of tax | |||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2026 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders for the period | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||
| Common stock dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized loss on derivative instruments, net of tax | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders for the period | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||
| Common stock dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized gain on derivative instruments, net of tax | |||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
7
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net income attributable to common stockholders for the period | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||
| Stock repurchases | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Common stock dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized gain on derivative instruments, net of tax | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued in connection with: | |||||||||||||||||||||||||||||||||||||||||
| Stock option exercises | |||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders for the period | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | ( | ||||||||||||||||||||||||||||||||||||||||
| Stock repurchases | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Common stock dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized gain on derivative instruments, net of tax | |||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net income attributable to common stockholders for the period | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | ( | |||||||||||||||||||||||||||||||||||||||
| Stock repurchases | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Common stock dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized loss on derivative instruments, net of tax | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Statements.
8
WABASH NATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. DESCRIPTION OF THE BUSINESS & BASIS OF PRESENTATION
Wabash National Corporation (the “Company,” “Wabash,” “we,” “our,” or “us”) is Changing How the World Reaches You®. The Company was founded in 1985 and incorporated as a corporation in Delaware in 1991, with its principal executive offices in Lafayette, Indiana, as a dry van trailer manufacturer. Today the Company combines physical and digital technologies to deliver innovative, end-to-end solutions that optimize supply chains across transportation, logistics, and infrastructure markets.
To that end, the Company designs, manufactures, and services a diverse range of products supporting first-to-final mile operations, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade processing equipment. In addition, through the Wabash Marketplace and Wabash Parts, customers gain access to a nationwide parts and service network, Trailers as a Service (TaaS)℠, and advanced tools designed to streamline operations and drive growth. The Company has achieved this diversification through acquisitions, organic growth, and product innovation.
The condensed consolidated financial statements of the Company have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying condensed consolidated financial statements contain all material adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company, its results of operations, and its cash flows. The Company consolidates into its financial statements the accounts of the Company and any partially owned subsidiary it has the ability to control (see Note 6 to the Condensed Consolidated Financial Statements). The Company does not have any subsidiaries it consolidates based solely on the power to direct the activities and significant participation in the entity’s expected results that would not otherwise be consolidated based on control through voting interests. Further, its affiliates are businesses established and maintained in connection with its operating strategy and are not special purposes entities. All intercompany transactions and balances have been eliminated.
The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
2. NEW ACCOUNTING PRONOUNCEMENTS
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires additional disclosure of the nature of expenses included in the consolidated financial statements. The effective date of this ASU is for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the impact of the amendments on its financial statement disclosures and related reporting processes and controls.
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”. ASU 2025-06 modernizes the accounting for internal-use software costs by eliminating the current development-stage model and requiring capitalization when management authorizes and commits to funding a software project and it is probable the project will be completed and the software will be used as intended. The standard also expands disclosure requirements related to capitalized internal-use software costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosures.
In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements,” which amends certain aspects of the hedge accounting guidance to more closely align financial reporting with the economics of an entity’s risk management activities. The amendments are effective for public business entities for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The amendments are required to be applied prospectively to all hedging relationships, with certain transition elections available for hedging relationships existing as of the date of adoption. The Company is currently evaluating the impact that adoption of the amendments may have on its condensed consolidated financial statements and related disclosures.
9
3. REVENUE RECOGNITION
The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net sales, and the associated costs are included in Cost of sales in the Condensed Consolidated Statements of Operations. For shipping and handling costs that occur after the transfer of control, the Company applies the practical expedient and treats such costs as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense.
The Company has identified three separate and distinct performance obligations: (1) the sale of a trailer or equipment, (2) the sale of replacement parts, and (3) service work. For trailer, truck body, equipment, and replacement part sales, control is transferred and revenue is recognized from the sale upon shipment to or pick up by the customer in accordance with the contract terms. The Company does not have any material extended payment terms as payment is received shortly after the point of sale. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company does have customers who pay for the product prior to the transfer of control, which is recorded as customer deposits in Other accrued liabilities as shown in Note 12 to the Condensed Consolidated Financial Statements. Customer deposits are recognized as revenue when the Company performs its obligations under the contract and transfers control of the product. Typically, customer deposits are recognized as revenue within 30 days under standard terms as customers pick up trailers.
4. BUSINESS COMBINATIONS
Linq Venture Holdings LLC
The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations (“ASC 805”). The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair values at the acquisition date. The guidance further provides that: (1) acquisition costs will generally be expensed as incurred, (2) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (3) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill.
On January 1, 2026, the Company executed a call option and acquired the remaining 51 % equity interest in Linq Venture Holdings LLC (“Linq”) for cash consideration of $6.4 million and $18.6 million of a preexisting note receivable that was forgiven, where the value was determined using current market transactions for similar items. The acquisition was achieved in stages with the fair value of the call option at $(0.1 ) million and the previously held 49 % equity interest was remeasured to $6.1 million. This resulted in a $6.0 million reduction to General and administrative expenses in the Condensed Consolidated Statements of Operations during the first quarter of 2026.
Linq supports the development and scaling of a digital marketplace in and for the transportation and logistics distribution industry and serves as the digital channel for marketing Wabash products to end-customers and dealers. Linq became a wholly-owned subsidiary of the Company and Linq’s financial position and results are consolidated with those of the Company as of January 1, 2026. The revenue and earnings of Linq for 2026 are not material. The Company previously accounted for its 49 % interest in Linq Venture Holdings LLC as an equity method investment. Linq is included within the Parts & Services reportable segment.
The fair value of the acquired business was determined to be $31 million using the income approach, specifically a discounted cash flow (“DCF”) method. The valuation was supported by prospective financial inputs from management including estimated revenues based on brokerage and software fees at 28 % of supported recurring revenues. Estimated operating expenses were primarily related to ongoing software costs, salaries, and benefits. Due to the execution risk and market uncertainty inherent in second state, expansion technology ventures, a discount rate in the lower end of the range of 30 % to 35 % was considered appropriate and applied to the cash flows.
Initial accounting for the business combination is incomplete pending finalization of the valuation of certain tangible and intangible assets. Consequently, provisional amounts for these assets have been recorded based on the information currently available. The provisional amounts are as follows: Intangible assets $30.1 million and other net assets of $0.9 million. Intangible assets include internal use software that is tentatively valued at $8.0 million with a 5 year life. In addition, the Company recognized $22.1 million of goodwill in connection with the Linq acquisition, which represents a premium paid for strategic benefits related to the expansion of a digital ecosystem supporting the growth of recurring revenue streams. A portion of the goodwill arising from the transaction, provisionally estimated at approximately $17.2 million, is expected to be deductible for income tax purposes.
10
5. GOODWILL & OTHER INTANGIBLE ASSETS
As further described in Note 19 to the Condensed Consolidated Financial Statements, the Company has established two 120.5 million and $92.8 million, respectively.
The changes in the carrying amounts of goodwill from December 31, 2024 through the nine month period ended September 30, 2026 were as follows (in thousands):
| Transportation Solutions | Parts & Services | Total | |||||||||||||||||||||
| Balance at December 31, 2024 | |||||||||||||||||||||||
| Goodwill | $ | $ | $ | ||||||||||||||||||||
| Accumulated impairment losses | ( | ( | ( | ||||||||||||||||||||
| Net balance as of December 31, 2024 | |||||||||||||||||||||||
| Acquisition of Trailerhawk AI, LLC | |||||||||||||||||||||||
| Effects of foreign currency | ( | ( | ( | ||||||||||||||||||||
| Balance at December 31, 2025 | |||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||
| Accumulated impairment losses | ( | ( | ( | ||||||||||||||||||||
| Net balance as of December 31, 2025 | |||||||||||||||||||||||
| Acquisition of Linq Venture Holdings, LLC | |||||||||||||||||||||||
| Effects of foreign currency | ( | ||||||||||||||||||||||
| Balance at March 31, 2026 | |||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||
| Accumulated impairment losses | ( | ( | ( | ||||||||||||||||||||
| Net balance as of March 31, 2026 | |||||||||||||||||||||||
| Effects of foreign currency | ( | ( | ( | ||||||||||||||||||||
| Balance at June 30, 2026 | |||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||
| Accumulated impairment losses | ( | ( | ( | ||||||||||||||||||||
| Net balance as of June 30, 2026 | |||||||||||||||||||||||
| Effects of foreign currency | |||||||||||||||||||||||
| Balance at September 30, 2026 | |||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||
| Accumulated impairment losses | ( | ( | ( | ||||||||||||||||||||
| Net balance as of September 30, 2026 | $ | $ | $ | ||||||||||||||||||||
6. NONCONTROLLING INTEREST, VARIABLE INTEREST ENTITIES (“VIEs”) AND INVESTMENTS
VIEs & Consolidation
The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either the variable interest model (the “VIE model”) or the voting interest model (the “VOE model”).
VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (ii) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.
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The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE through its interest in the VIE.
To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, the Company considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE (typically management and representation on the board of directors as well as control of the overall strategic direction of the entity) and have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE.
To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests, which primarily include the obligation to absorb losses or fund expenditures or losses (if needed), that are deemed to be variable interests in the VIE. This assessment requires the Company to apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing the significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by the Company.
At the VIE’s inception, the Company determines whether it is the primary beneficiary and if the VIE should be consolidated based on the facts and circumstances. The Company then performs on-going reassessments of the VIE based on reconsideration events and reevaluates whether a change to the consolidation conclusion is required each reporting period. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with the applicable GAAP.
Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, the Company consolidates the entity if it determines that it, directly or indirectly, has greater than 50% of the voting shares and that other equity holders do not have substantive voting, participating or liquidation rights. The Company has no entities consolidated under the VOE model.
At each reporting period, the Company reassesses whether it remains the primary beneficiary for VIEs consolidated under the VIE model. If the Company concludes it is not the primary beneficiary of a VIE, the Company evaluates whether it has the ability to exercise significant influence over operating and financial policies of the entity requiring the equity method of accounting. The Company’s judgment regarding the level of influence over an equity method investment includes, but is not limited to, considering key factors such as the Company’s ownership interest (generally represented by ownership of at least 20 percent but not more than 50 percent), representation on the board of directors, participation in policy making decisions, technological dependency, and material intercompany transactions. Generally, under the equity method, investments are recorded at cost and subsequently adjusted by the Company’s share of equity in income or losses after the date of the initial investment. Equity in income or losses is recorded according to the Company’s level of ownership; if losses accumulate, the Company records its share of losses until the investment has been fully depleted. If the Company’s investment has been fully depleted, the Company recognizes additional losses only when it is committed to provide further financial support. Dividends received from equity method reduce the amount of the Company’s investment when received and do not impact the Company’s earnings. The Company evaluates its equity method investments for an other-than-temporary impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.
Wabash Parts LLC
During the second quarter of 2022, the Company unified and expanded its parts and distribution capabilities by executing an agreement with a partner to create Wabash Parts LLC, (“WP”) to operate a parts and services distribution platform. The Company holds 50 % ownership in WP while its partner holds the remaining 50 %. Initial capital contributions were insignificant. WP has no debt or other financial obligations other than typical operating expenses and costs. Creditors of WP do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the respective ownership interests.
The operating agreement provides the Company’s partner with a put right that would require the Company to purchase its partner’s interest in WP. Upon receiving notice that the Company’s partner has exercised the put right, a valuation will occur as stipulated within the operating agreement. Such put right has not been exercised by the Company’s partner and is therefore not mandatorily redeemable as of the current period end date, however the existence of the put right that is beyond the Company’s control requires the noncontrolling interest to be presented in the temporary equity section of the Company’s Condensed Consolidated Balance Sheets.
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Because the entity does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the Company concluded that WP is a VIE. The Company has the power to direct the activities of WP through majority representation on the Board of Directors as well as control related to the management and overall strategic direction of the entity. In addition, the Company has the obligation to absorb the benefits and losses of WP that could potentially be significant to the entity. The Company also has a requirement to provide funding to the entity if needed. Given the facts and circumstances specific to WP, the Company concluded that it is the primary beneficiary and, as such, is required to consolidate the entity. WP’s results of operations are included in the Parts & Services operating and reportable segment. Through September 30, 2026, the Company did not provide financial or other support to this VIE that it was not contractually obligated to provide. As of September 30, 2026, the Company does not have any obligations to provide financial support to WP.
The following table presents the assets and liabilities of the WP VIE consolidated on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
The following table is a roll forward of activities in the Company’s noncontrolling interest (in thousands):
| 2026 | 2025 | ||||||||||
| Balance at January 1 | $ | $ | |||||||||
| Net (loss) income attributable to noncontrolling interest | ( | ||||||||||
| Balance at March 31 | |||||||||||
| Net income (loss) attributable to noncontrolling interest | ( | ||||||||||
| Balance at June 30 | |||||||||||
| Net income attributable to noncontrolling interest | |||||||||||
| Balance at September 30 | $ | $ | |||||||||
UpLabs Ventures, LLC
During the third quarter of 2024, the Company entered into a collaborative arrangement with UpLabs Ventures, LLC to identify, design, incubate, develop, and launch new businesses (portfolio companies) in the mobility and digital solutions sector. The agreement includes provisions related to investment, equity ownership, intellectual property, revenue recognition, indemnification, purchase options, governance, and terminations, ensuring a structured and mutually beneficial partnership.
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The Company’s initial nonrefundable investment of $6.0 million was made in the fourth quarter of 2024 to fund the launch of venture labs focused on providing solutions that optimize customer end-to-end supply chains across the transportation, logistics, and infrastructure markets. The initial investment covered the first contract year. During the first quarter of 2026, the Company made an additional nonrefundable investment of $6.2 million for the 2026 contract period. The investment associated with the UpLabs collaborative arrangement is recorded in Investment in unconsolidated entities on the Company’s Condensed Consolidated Balance Sheets.
For each contract year during the term of the collaboration, the Company also pays UpLabs an annual fee equal to 2 % of the applicable investment amount, inclusive of any inflation adjustments and reimburses expenses of $0.5 million, each subject to annual inflation adjustments based on the Consumer Price Index, compounded annually. Under the agreement, the Company is entitled to a 20 % founders’ equity interest in each portfolio company created through the arrangement. As of September 30, 2026, the aggregate carrying amount of the Company’s investment associated with the UpLabs collaborative arrangement, including its equity method investments in SpecSync and PartsPulse, was $12.4 million, which also represented the Company’s maximum exposure to loss associated with the arrangement and these portfolio companies.
SpecSync, Inc and PartsPulse, Inc were the first two portfolio companies through the collaborative venture labs in January 2026. The companies were established to develop purpose-built artificial intelligence solutions addressing certain of the Company’s business challenges, with the Company serving as an initial customer. The Company holds 20
During the nine month period ended September 30, 2026, as a result of its 20 0.2 million within Income (loss) from unconsolidated entity in the Condensed Consolidated Statements of Operations. Under the Company’s agreements with SpecSync and PartsPulse, the Company has paid an aggregate of $3.0 million for implementation fees of the software. The Company capitalizes qualifying implementation costs and amortizes those costs over the applicable software usage periods. During the three and nine month periods ended September 30, 2026, approximately $0.4 million and $1.1 million, respectively, have been recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations.
In the third quarter of 2026, the Company paid on-going quarterly subscription fees of $0.8 million. These expenses were recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations.
FreightVana Logistics, Inc
On February 26, 2026, the Company converted $2.0 million in trade receivables from FreightVana into a 4 -year note receivable. Prior to the legal conversion of the instrument, management identified a $1.0 million current expected credit loss regarding the FreightVana balance that was expensed to General and administrative expenses in the Condensed Consolidated Statements of Operations. In addition, the Company previously entered into a termination agreement with FreightVana on February 1, 2025 regarding a convertible promissory note (the “2025 Note”). Pursuant to the agreement, the 2025 Note was terminated in exchange for a cash interest payment of $0.3 million and the conversion of the 2025 Note’s remaining $2.7 million carrying value into Class B preferred units of FreightVana. As the total consideration received exceeded the carrying value of the 2025 Note, the Company recognized a gain on debt settlement of $0.3 million within Other income (expense), Other, net in the Condensed Consolidated Statements of Operations for the period ended March 31, 2026. The Company’s total investment and maximum exposure to loss in FreightVana, without consideration to the $1.0 million current expected credit loss described above, is $5.8 million.
The FreightVana entity is a VIE due to insufficient equity and the necessity of external support. However, because Wabash lacks power (no board influence or active business relationship), Wabash accounted for the investment as a cost investment with a corresponding note receivable.
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7. INVENTORIES, NET
Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or net realizable value. Inventories, net of reserves, consist of the following components (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Raw materials and components | $ | $ | |||||||||
| Finished goods | |||||||||||
| Work in progress | |||||||||||
| Aftermarket parts | |||||||||||
| Used trailers | |||||||||||
| $ | $ | ||||||||||
8. PREPAID EXPENSES AND OTHER
Prepaid expenses and other current assets consist of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Chassis converter pool agreements | $ | $ | |||||||||
| Income tax receivables | |||||||||||
| Insurance premiums & maintenance/subscription agreements | |||||||||||
| Commodity swap contracts | |||||||||||
| All other | |||||||||||
| $ | $ | ||||||||||
Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, which retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis, including the terms and pricing of sales to the manufacturer’s dealers. Insurance premiums and maintenance and subscription agreement costs are recognized as expense over the applicable contractual period, which is generally one year or less. As further described in Note 10 to the Condensed Consolidated Financial Statements, commodity swap contracts in an asset position relate to our hedging activities intended to mitigate the risks associated with fluctuations in commodity prices. Other items primarily consist of investments held by the Company’s captive insurance subsidiary and various other prepaid assets and other current assets.
9. DEBT
Long-term debt consists of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Senior Notes | $ | $ | |||||||||
| Convertible Notes | |||||||||||
| Revolving Credit Agreement | |||||||||||
| Less: unamortized discount and fees | ( | ( | |||||||||
| Less: current portion | |||||||||||
| $ | $ | ||||||||||
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Senior Notes
On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50 % unsecured Senior Notes (the “Senior Notes”). The Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among the Company, certain subsidiary guarantors named therein (the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Indenture”). The Senior Notes bear interest at the rate of 4.50 % and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year. The Senior Notes will mature on October 15, 2028.
The Company may redeem some or all of the Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 101.125 % for the twelve-month period beginning October 15, 2025 and 100.000 % beginning on October 15, 2026, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a Change of Control (as defined in the Indenture), unless the Company has exercised its optional redemption right in respect of the Senior Notes, the holders of the Senior Notes will have the right to require the Company to repurchase all or a portion of the Senior Notes at a price equal to 101 % of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.
The Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Senior Notes and related guarantees are the Company’s and the Guarantors’ general unsecured senior obligations and will be subordinated to all of the Company and the Guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the Senior Notes are structurally subordinated to any existing and future debt of any of the Company’s subsidiaries that are not Guarantors, to the extent of the assets of those subsidiaries.
Subject to a number of exceptions and qualifications, the Indenture restricts the Company’s ability and the ability of certain of its subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, its capital stock or with respect to any other interest or participation in, or measured by, its profits; (iii) make loans and certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications.
During any time when the Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and the Company and its subsidiaries will cease to be subject to such covenants during such period.
The Indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs. As of September 30, 2026, the Company was in compliance with all covenants.
From time to time the Company may evaluate various alternatives available with respect to addressing the October 2028 maturity of the Senior Notes, including the purchase, redemption, refinancing, amending, exchanging, extending or otherwise retiring any amount of our outstanding indebtedness at any time, in open market or privately negotiated transactions with the holders of such indebtedness or otherwise. No final decisions have been made at this time, and the timing, structure and terms of any such transactions will depend on capital market conditions and other relevant factors.
Contractual coupon interest expense and amortization of debt issuance costs for the Senior Notes for the three and nine month periods ended September 30, 2026 was $4.5 million and $0.2 million, and $13.5 million and $0.6 million, respectively. For the three and nine month periods ended September 30, 2025, Contractual coupon interest expense and amortization of debt issuance costs for the Senior Notes was $4.5 million and $0.2 million, and $13.5 million and $0.5 million, respectively. Contractual coupon interest expense and amortization of debt issuance costs for the Senior Notes are included in Interest expense in the Company’s Condensed Consolidated Statements of Operations. The estimated fair value of the Senior Notes and the related fair value hierarchy classification are included in Note 13 to the Condensed Consolidated Financial Statements.
Revolving Credit Agreement
On August 12, 2026, the Company entered into a Sixth Amendment to Second Amended and Restated Credit Agreement (the “Amendment”), among the Company, certain of its subsidiaries party thereto as loan parties, the lenders party thereto and Wells Fargo Capital Finance, LLC, as the administrative agent (the “Agent”), which amended the Company’s existing Second Amended and Restated Credit Agreement dated as of December 21, 2018 (as previously amended and as amended by the Amendment, the “Revolving Credit Agreement”).
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Under the Revolving Credit Agreement, the lenders agree to make available a $300 million revolving credit facility to the Company and certain of its subsidiaries party to the Revolving Credit Agreement from time to time as borrowers (collectively, the “Borrowers”). The Company has the option to increase the total commitments under the facility by up to an additional $175 million, subject to certain conditions, including obtaining commitments from one or more lenders, whether or not party to the Revolving Credit Agreement, to provide such additional commitments. The Revolving Credit Agreement matures upon the earliest of (i) August 12, 2031, (ii) the date that is 91 days prior to the maturity of the Company’s 4.50 % Senior Notes due 2028, (iii) the date that is 91 days prior to the maturity of the Company’s 4.00 % Convertible Notes due 2032, and (iv) the date that is 91 days prior to the maturity of debt of any one or more of the loan parties under the Revolving Credit Agreement in an aggregate outstanding principal amount exceeding $40 million.
Availability under the Revolving Credit Agreement will be based upon borrowing base certifications of the Borrowers’ eligible inventory, eligible leasing inventory and eligible accounts receivable, and will be reduced by certain reserves in effect from time to time. Availability is also reduced by a $40 million availability block in effect until the date upon which the Company’s fixed charge coverage ratio for the 12 fiscal month periods ending as of the two most recently ended consecutive fiscal quarters is greater than 1.0 to 1.0, with the first of such two most recently ended fiscal quarters ending no earlier than December 31, 2026 (such date, the “Financial Covenant Conversion Date”), provided no event of default is in existence on such date. Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in the amount of $25 million and allows for swingline loans in the amount of up to $30 million.
Outstanding borrowings under the Revolving Credit Agreement will bear interest at an annual rate, at the Borrowers’ election, equal to (i) term SOFR plus a margin ranging from 1.50 % to 2.00 % or (ii) a base rate plus a margin ranging from 0.50 % to 1.00 %, in each case depending upon the monthly average excess availability under the revolving credit facility. The Borrowers are required to pay a monthly unused line fee equal to 0.20 % times the average daily unused availability along with other customary fees and expenses of the Agent and the lenders.
The Revolving Credit Agreement is required to be guaranteed by certain subsidiaries of the Company (each a “Guarantor”) and is secured by substantially all personal property of each Borrower and Guarantor.
The Revolving Credit Agreement contains customary covenants limiting the ability of the Company and certain of its subsidiaries to, among other things, pay dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. In addition, the Company will be required to maintain (i) prior to the Financial Covenant Conversion Date, minimum liquidity of $90 million at all times, other than with respect to a period of no more than three consecutive business days in any month, and (ii) on and after the Financial Covenant Conversion Date, a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the Revolving Credit Agreement (calculated without giving effect to the $40 million availability block) is less than the greater of (a) 10.0 % of the lesser of (x) the total revolving commitments and (y) the borrowing base and (b) $25 million. As of September 30, 2026, the Company was in compliance with all covenants.
The Revolving Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the lenders may, among other things, require the immediate payment of all amounts outstanding and foreclose on collateral. In addition, in the case of an event of default arising from certain events of bankruptcy or insolvency, the lenders’ obligations under the Revolving Credit Agreement would automatically terminate, and all amounts outstanding under the Revolving Credit Agreement would automatically become due and payable.
During the three month period ended September 30, 2026, the Company had payments of principal totaling $128.5 million and borrowings of principal totaling $13.5 million under the Revolving Credit Agreement. During the nine month period ended September 30, 2026, the Company had payments of principal totaling $246.9 million and borrowings of principal totaling $201.9 million. As of September 30, 2026, there were no amounts outstanding under the Revolving Credit Agreement.
During the three month period ended September 30, 2025, the Company had payments of principal totaling $15.8 million and borrowings of principal totaling $0.8 million under the Revolving Credit Agreement. During the nine month period ended September 30, 2025, the Company had payments of principal totaling $16.8 million and borrowings of principal totaling $41.8 million. As of September 30, 2025, there was $25.0 million outstanding under the Revolving Credit Agreement.
Interest expense under the Revolving Credit Agreement for each three and nine month period ended September 30, 2026 was approximately $0.6 million and $4.0 million, respectively. During each three and nine month period ended September 30, 2025, interest expense under the Revolving Credit Agreement was approximately $0.6 million and $1.5 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expense in the Company’s Condensed Consolidated Statements of Operations.
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Convertible Notes
On July 20, 2026, the Company completed a private unregistered offering (the “Offering”) of $130.0 million in aggregate principal amount of 4.00 % Convertible Notes due 2032 (the “Initial Notes”). On July 16, 2026, the initial purchasers in the Offering exercised their option to purchase an additional $20.0 million in aggregate principal amount of the Company’s 4.00 % Convertible Notes due 2032 (together with the Initial Notes, the “Convertible Notes”), bringing the total aggregate principal amount of the Convertible Notes to $150.0 million. The Company used the net proceeds from the Offering primarily to repay outstanding borrowings under the Revolving Credit Agreement. The Convertible Notes are guaranteed (the “Guarantees”) by each of the Company’s direct and indirect subsidiaries that guarantee the Company’s Senior Notes (the “Guarantors”). The Convertible Notes and the Guarantees are senior unsecured obligations of the Company and the Guarantors, respectively. The Convertible Notes and the Guarantees were issued pursuant to an Indenture, dated July 20, 2026 (the “Indenture”), among the Company, the Guarantors and U.S. Bank Trust Company, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the Convertible Notes may be declared immediately due and payable, as well as certain types of bankruptcy or insolvency events of default involving the Company after which the Convertible Notes become automatically due and payable.
The Convertible Notes bear interest at a rate of 4.00 % per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The Convertible Notes will mature on August 1, 2032, unless earlier converted, redeemed, or repurchased. Before May 1, 2032, noteholders may convert their Convertible Notes only upon the occurrence of specified conditions relating to the market price of the Common Stock, the trading price of the Convertible Notes, certain distributions or corporate events, or a notice of redemption. From and after May 1, 2032, noteholders may convert their Convertible Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The Company will settle any conversions of the Convertible Notes by paying or delivering, as applicable, cash, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), or a combination of cash and shares of Common Stock, at the Company’s election.
The initial conversion rate for the Convertible Notes is 59.7086 shares of Common Stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $16.75 per share of the Common Stock. The initial conversion price of the Convertible Notes represents a premium of approximately 32.50 % above the last reported sale price of the Common Stock on the New York Stock Exchange on July 15, 2026, which was $12.64 per share. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. Based on the initial conversion rate, the Convertible Notes are initially convertible into 8,956,290 shares of Common Stock, subject to adjustment under the Indenture. In connection with certain conversions occurring after a Make-Whole Fundamental Change or notice of redemption, the conversion rate may be increased by a specified number of additional shares, subject to an initial maximum of 11,867,085 shares. The Company accounts for the Convertible Notes as a debt liability at amortized cost. The embedded conversion option is not separately recognized because it is indexed to the Company’s Common Stock and qualifies for the derivative accounting scope exception for certain contracts in an entity’s own equity.
The Company may not redeem the Convertible Notes prior to August 6, 2029, except in the event of a Cleanup Redemption (as defined below). The Company may redeem for cash all, but not less than all, of the Convertible Notes (subject to certain limitations), at the Company’s option, on or after August 6, 2029, and on or prior to the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of Optional Redemption (as defined below), during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides the related notice of optional redemption (such redemption, an “Optional Redemption”), at a redemption price equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption date. In addition, the Company may redeem for cash all, but not less than all, of the Convertible Notes at any time at a redemption price equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Cleanup Redemption date if the amount of the Convertible Notes that remains outstanding is less than 15 % of the aggregate principal amount of the Convertible Notes initially issued and certain other conditions are met (such redemption, a “Cleanup Redemption”). No sinking fund is provided for the Convertible Notes, which means that the Company is not required to redeem or retire the Convertible Notes periodically.
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As of September 30, 2026, the outstanding principal amount of the Convertible Notes was $150.0 million, unamortized debt issuance costs were approximately $8.2 million, and the net carrying amount was approximately $141.8 million. As of September 30, 2026, no Convertible Notes had been converted, no shares had been issued upon conversion, and no changes had occurred to the conversion price or other conversion terms, other than any changes resulting from standard antidilution provisions. No conversion contingencies had been met as of September 30, 2026. The estimated fair value of the Convertible Notes and the related fair value hierarchy classification are included in Note 13 to the Condensed Consolidated Financial Statements. The potential effect of the Convertible Notes on diluted net loss (income) per common share is included in Note 15 to the Condensed Consolidated Financial Statements.
For both the three and nine month periods ended September 30, 2026, contractual coupon interest expense for the Convertible Notes was $1.2 0.2 5.1
10. FINANCIAL DERIVATIVE INSTRUMENTS
Commodity Pricing Risk
The Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $55.8 million as of September 30, 2026 and $21.5 million as of December 31, 2025. The Company uses commodity swap contracts to mitigate the risks associated with fluctuations in commodity prices impacting its cash flows related to inventory purchases from suppliers. The Company does not hedge all commodity price risk.
At inception, the Company designated the commodity swap contracts as cash flow hedges. The contracts mature at specified monthly settlement dates and will be recognized in earnings through March 2027. The effective portions of changes in the fair values of the derivative instruments are recognized in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and reclassified into earnings when the forecasted hedged transactions affect earnings. Amounts are reclassified immediately into earnings if it becomes probable that a forecasted hedged transaction will not occur.
Certain of the Company’s derivative instruments contain credit risk related contingent features that could require the Company to post additional collateral upon the occurrence of specified events of default or termination events. Beginning after November 30, 2026, the collateral thresholds under these agreements will also vary based on the credit ratings of the Company’s debt. As of September 30, 2026, the aggregate fair value of derivative instruments containing such features that were in a net liability position was not material. The Company had not posted collateral under these agreements as of September 30, 2026. If the applicable credit risk related contingent features had been triggered as of September 30, 2026, the additional collateral the Company could have been required to post would not have been material.
Financial Statement Presentation
As of September 30, 2026 and December 31, 2025, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands):
| Asset / (Liability) Derivatives | ||||||||||||||||||||
| Balance Sheet Caption | September 30, 2026 | December 31, 2025 | ||||||||||||||||||
| Derivatives designated as hedging instruments | ||||||||||||||||||||
| Commodity swap contracts | Prepaid expenses and other | $ | $ | |||||||||||||||||
| Commodity swap contracts | Accounts payable and Other accrued liabilities | ( | ( | |||||||||||||||||
| Total derivatives designated as hedging instruments | $ | ( | $ | |||||||||||||||||
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The following table summarizes the gain or loss recognized in AOCI as of September 30, 2026 and December 31, 2025 and the amounts reclassified from AOCI into earnings for the three and nine months ended September 30, 2026 and 2025 (in thousands):
| Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion, net of tax) | Location of Gain (Loss) Reclassified from AOCI into Earnings (Effective Portion) | Amount of Gain (Loss) Reclassified from AOCI into Earnings | ||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | December 31, 2025 | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||
| Derivatives instruments | ||||||||||||||||||||||||||||||||||||||||||||
| Commodity swap contracts | $ | ( | $ | Cost of sales | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Over the next 12 months, the Company expects to reclassify approximately $2.5 million of pretax deferred losses related to the commodity swap contracts from AOCI to cost of sales as inventory purchases are settled.
11. LEASES
Lessee Activities
The Company records a right-of-use (“ROU”) asset and lease liability for substantially all leases for which it is a lessee, in accordance with Accounting Standards Codification (“ASC”) 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration.
The Company leases certain industrial spaces, office spaces, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally 1 year to 5 years. The exercise of lease renewal options is at the Company’s sole discretion, and are included in the lease term only to the extent such renewal options are reasonably certain of being exercised at lease commencement. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
During the nine months ended September 30, 2026, operating lease ROU assets obtained in exchange for new operating lease liabilities totaled approximately $4.7 million. During the nine months ended September 30, 2025, leased assets obtained in exchange for new operating lease liabilities totaled approximately $8.2 million. As of September 30, 2026 and September 30, 2025, obligations related to operating leases that the Company has executed but have not yet commenced were nominal and $4.8 million, respectively.
Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands):
| Classification | September 30, 2026 | December 31, 2025 | ||||||||||||||||||
| Right-of-Use Assets | ||||||||||||||||||||
| Operating | $ | $ | ||||||||||||||||||
| Total leased ROU assets | $ | $ | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Current | ||||||||||||||||||||
| Operating | $ | $ | ||||||||||||||||||
| Noncurrent | ||||||||||||||||||||
| Operating | ||||||||||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||||||||
20
Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands):
| Classification | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | ||||||||||||||||||
| Operating lease cost | Cost of sales, selling expenses and general and administrative expense | $ | $ | |||||||||||||||||
| Net lease cost | $ | $ | ||||||||||||||||||
| Classification | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||
| Operating lease cost | Cost of sales, selling expenses and general and administrative expense | $ | $ | |||||||||||||||||
| Net lease cost | $ | $ | ||||||||||||||||||
Maturity of the Company’s lease liabilities as of September 30, 2026 is as follows (in thousands):
| Operating Leases | ||||||||||||||||||||
| 2026 (remainder) | $ | |||||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| 2030 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total lease payments | $ | |||||||||||||||||||
| Less: interest | ||||||||||||||||||||
| Present value of lease payments | $ | |||||||||||||||||||
As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.
Remaining lease term and discount rates are as follows:
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Weighted average remaining lease term (years) | ||||||||||||||
| Operating leases | ||||||||||||||
| Weighted average discount rate | ||||||||||||||
| Operating leases | % | % | ||||||||||||
Cash paid for amounts included in the measurement of operating lease liabilities in the Condensed Consolidated Statements of Cash Flows was as follows (in thousands):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||
| Operating cash flows from operating leases | $ | $ | ||||||||||||
Lessor and Sublessor Activities
The Company leases dry van trailers to customers under full-service lease agreements and operating lease agreements. At the inception of a contract, in accordance with the applicable accounting guidance (ASC 842, Leases) the Company considers whether the arrangement contains a lease and, as applicable, performs the required lease classification tests. The Company, as a lessor, does not have any significant sales-type or direct financing lease arrangements as of September 30, 2026.
21
The Company has full-service lease agreements are an integrated service that include lease component amounts related to the use of the trailer, as well as non-lease components for preventative maintenance, certain repairs as defined in the related agreement, and ad valorem taxes. In accordance with the applicable accounting guidance (ASC 842, Leases), the Company has elected to combine lease and non-lease components when reporting revenue for the full-service underlying class of leased assets.
Initial lease terms are generally to five years . Certain of the Company’s leases provide customers with renewal options that provide the ability to extend the lease term for a period of generally 1 year to 5 years. In addition, some leases include options for the customer to purchase the trailers at fair market value, as determined by the Company at or near the end of the lease. The Company’s lease agreements generally do not have residual value guarantees nor permit customers to terminate the lease agreements prior to natural expiration. As stipulated in the lease agreements, the Company may receive reimbursements from customers for certain damage or required repairs to the trailers.
Certain of the Company’s leases and subleases are with a related party—such transactions were at market value and at arm’s length.
Lease income is included in Net sales on the Company’s Condensed Consolidated Statements of Operations, and is recorded in the Parts & Services operating segment. For the three and nine months ended September 30, 2026 and 2025, the Company’s lease income consisted of the following components (in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | |||||||||||||
| Operating lease income | ||||||||||||||
| Fixed lease income | $ | $ | ||||||||||||
Total lease income | $ | $ | ||||||||||||
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||
| Operating lease income | ||||||||||||||
| Fixed lease income | $ | $ | ||||||||||||
| Total lease income | $ | $ | ||||||||||||
12. OTHER ACCRUED LIABILITIES
The following table presents the major components of Other accrued liabilities (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Warranty | $ | $ | |||||||||
| Chassis converter pool agreements | |||||||||||
| Payroll and related taxes | |||||||||||
| Customer deposits | |||||||||||
| Self-insurance | |||||||||||
| Accrued interest | |||||||||||
| Operating lease obligations | |||||||||||
| Accrued taxes | |||||||||||
| All other | |||||||||||
| $ | $ | ||||||||||
22
The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands):
| 2026 | 2025 | ||||||||||
| Balance as of January 1 | $ | $ | |||||||||
| Provisions and revisions to estimates | |||||||||||
| Payments | ( | ( | |||||||||
| Balance as of September 30 | $ | $ | |||||||||
The Company offers a limited warranty for its products with a coverage period that ranges between 1 and 5 years, except that the coverage period for DuraPlate® trailer panels is 10 years and the coverage period for steel main beams on flatbed trailer products exceeds 10 years. The Company passes through component manufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverage at the time of the sale or when a specific recall notice has been issued.
13. FAIR VALUE MEASUREMENTS
The Company classifies fair value measurements using a three-level hierarchy that prioritizes the inputs used in valuation techniques to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect assumptions that market participants would use in pricing the asset or liability. The three levels of the fair value hierarchy are as follows:
▪Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date;
▪Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
▪Level 3 — Unobservable inputs that are significant to the fair value measurement.
Recurring Fair Value Measurements
The Company’s derivative instruments, which are further described in Note 10 to the Condensed Consolidated Financial Statements, are valued using a market approach based on third-party pricing services, with the resulting valuations corroborated using observable market data or broker quotes. Accordingly, the derivative instruments are classified within Level 2 of the fair value hierarchy.
The Company’s mutual fund investments, including investments held by its wholly owned captive insurance subsidiary, are valued based on quoted prices in active markets and are classified within Level 1 of the fair value hierarchy.Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 are shown below (in thousands):
| Frequency | Asset / (Liability) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||||||||||
| September 30, 2026 | ||||||||||||||||||||||||||||||||
| Commodity swap contracts | Recurring | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||
| Mutual funds | Recurring | $ | $ | $ | $ | |||||||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||||||||
| Commodity swap contracts | Recurring | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Mutual funds | Recurring | $ | $ | $ | $ | |||||||||||||||||||||||||||
23
Estimated Fair Value of Debt
The estimated fair value of debt at September 30, 2026 consists of the Senior Notes and the Convertible Notes (see Note 9 to the Condensed Consolidated Financial Statements). The fair value of the Senior Notes and Convertible Notes are based upon third party pricing sources, which generally do not represent daily market activity or represent data obtained from an exchange, and are classified as Level 2. The interest rates on the Company’s borrowings under the Revolving Credit Agreement are adjusted regularly to reflect current market rates and thus carrying value approximates fair value for any borrowings.
The Company’s carrying and estimated fair value of debt at September 30, 2026 and December 31, 2025 were as follows (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Instrument | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Senior Notes | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Notes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revolving Credit Agreement | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The fair value of debt is based on third party pricing sources for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements, since long-term debt is presented at carrying value, net of unamortized premium or discount and unamortized deferred financing costs in the condensed consolidated financial statements.
14. COMMITMENTS AND CONTINGENCIES
Litigation
As of September 30, 2026, the Company was named as a defendant or was otherwise involved in numerous legal proceedings and governmental examinations, including class action lawsuits, in connection with the conduct of its business activities, in various jurisdictions, both in the United States and internationally. Accrual for losses have been recorded in accordance with GAAP. Based on the information currently available, management does not believe that existing proceedings and investigations will have a material impact on our consolidated financial condition or liquidity if determined in a manner adverse to the Company except as otherwise described below. However, such matters are unpredictable, and we could incur judgments or enter into settlements for current or future claims that could materially and adversely affect our financial statements. Costs associated with the litigation and settlements of legal matters are reported within General and administrative expenses in the Condensed Consolidated Statements of Operations.
Guarantees and Indemnifications
On February 26, 2026, the Company completed a sale transaction for dry van trailers with McKinney Vehicle Services, Inc. As part of the transaction, FreightVana Logistics, Inc. ("FreightVana"), leased back the equipment from McKinney Vehicle Services, Inc. for six years , supported by a 24 -month limited guaranty from the Company. The $6.7 million proceeds reflected the standalone fair value of the assets sold and no allocation was made for the guaranty. The estimated $0.5 million fair value of the guaranty was expensed to General and administrative expenses in the Condensed Consolidated Statements of Operations during the first quarter of 2026.
24
Environmental Disputes
In August 2014, the Company received notice as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control (the “DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and corresponding South Carolina statutes. PRPs include parties identified through manifest records as having contributed to deliveries of hazardous substances to the Philip Services Site between 1979 and 1999. The DHEC’s allegation that the Company was a PRP arises out of four manifest entries in 1989 under the name of a company unaffiliated with Wabash National Corporation (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in August 2014 that it was offering the Company the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the DHEC. The Company has accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to the Company’s financial condition and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by the Company thereunder is not expected to have a material adverse effect on the Company’s financial condition or results of operations.
On November 13, 2019, the Company received a notice that it was considered one of several PRPs by the Indiana Department of Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at a property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). The Company has never owned or operated the Site, but the Site is near certain of the Company’s owned properties. In 2020, the Company agreed to implement a limited work plan to further investigate the source of the contamination at the Site and worked with IDEM and other PRPs to finalize the terms of the work plan. The Company submitted its initial site investigation report to IDEM during the third quarter of 2020, indicating that the data collected by the Company’s consultant confirmed that the Company’s properties are not the source of contamination at the Site. In December 2021, after completing further groundwater sampling work, the Company submitted to IDEM a supplemental written report, which again stated that the Company is not a responsible party and the Company’s properties are not a source of any contamination. In June 2022, the Company and other PRPs finalized Work Plan Addendum No. 3, which provided for additional groundwater sampling on another PRP property. The Company completed all additional sampling and submitted supplemental reports to IDEM as of the first quarter of 2024. All available information and reports establish there is no source of any contamination on the Company’s owned properties. As of September 30, 2026, based on the information available, the Company does not expect this matter to have a material adverse effect on its financial condition or results of operations.
On December 1, 2025, the Company received a notice that it was considered one of several PRP’s by the Environmental Protection Agency (“EPA”) under CERCLA pertaining to the Motorola, Inc. 52nd Street Superfund Site in Maricopa, Arizona. The Superfund Site is divided into three operable units (“OUs”). The EPA’s allegation that the Company was a PRP arises out of the Company’s acquisition of a former branch facility located approximately five miles from the original Superfund Site. The Company acquired this facility in 1997, operated the facility until 2000, and sold the facility to a third party in 2002. In June 2010, the Company was contacted by the Roosevelt Irrigation District (“RID”) informing it that the Arizona Department of Environmental Quality (“ADEQ”) had approved a remediation plan in excess of $100 million for the RID portion of the Superfund Site, and demanded that the Company contribute to the cost of the plan or be named as a defendant in a CERCLA action to be filed in July 2010. The Company initiated settlement discussions with the RID and the ADEQ in July 2010 to provide a full release from the RID, and a covenant not-to-sue and contribution protection regarding the former branch property from the ADEQ, in exchange for payment from the Company. In May 2016, the Company, the ADEQ and the RID executed the originally proposed settlement agreements and, following a statutorily required 30 -day public comment period, the settlement agreements were finalized and the Company paid $0.2 million, which had been accrued by the Company since 2010. ADEQ is the lead agency for OU1 and OU2 of the Superfund Site, while EPA is the lead agency for OU3. In October 2025, EPA finalized a Record of Decision for a final remedy for OU3, in which it approved a remediation plan for targeted in-situ injection and monitored attenuation, with an estimated cost of $12.9 million as to all relevant parties. As of September 30, 2026, based on the information available, the Company does not expect this matter to have a material adverse effect on its financial condition or results of operations.
25
Chassis Converter Pool Agreements
The Company obtains vehicle chassis for its specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and in some cases, for unallocated orders. The agreements generally state that the manufacturer will provide a supply of chassis to be maintained at the Company’s facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of the agreement. In addition, the manufacturer typically retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to the Company nor permit the Company to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although the Company is party to related finance agreements with manufacturers, the Company has not historically settled, nor expects to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of September 30, 2026, the Company’s outstanding chassis converter pool with the manufacturer totaled $21.7 million and has included this financing agreement on the Company’s Condensed Consolidated Balance Sheets within Other accrued liabilities. Typically, chassis are converted and delivered to customers within 90 days of the receipt of the chassis by the Company.
15. NET (LOSS) INCOME PER COMMON SHARE
Basic net (loss) income per common share is calculated based on the weighted average number of common shares outstanding during the period, including vested shares deferred under our non-qualified deferred compensation plan. Diluted net (loss) income per common share gives effect to all potentially dilutive common shares outstanding during the period. The dilutive effect of share-based compensation awards is calculated using the treasury stock method, as applicable, and the dilutive effect of the Company’s Convertible Notes is calculated using the if-converted method. Under the if-converted method, the Convertible Notes are assumed to have been converted at the beginning of the reporting period or, if later, on the date of issuance, and the denominator is increased by the weighted average number of common shares issuable upon conversion. The numerator is adjusted to add back interest expense recognized on the Convertible Notes, including amortization of debt issuance costs, net of the related income tax effect. Potential common shares are included in diluted net (loss) income per common share only when their effect is dilutive. The calculation of basic and diluted net (loss) income attributable to common stockholders per common share is determined using net (loss) income attributable to common stockholders, as adjusted for diluted net (loss) income per common share when applicable, and the number of shares included in the denominator as shown below (in thousands, except per share amounts).
Because the Company reported a net loss, 789,859 and 541,405 incremental shares related to share-based compensation awards were excluded from the computation of diluted net loss per common share for the three and nine months ended September 30, 2026, respectively, as including them would have reduced loss per share. Separately, 35,814 and 507,848 shares related to share-based compensation awards were excluded from the computation of diluted net loss per common share for the three and nine months ended September 30, 2026, respectively, because those awards were independently antidilutive under the treasury stock method. For the three and nine months ended September 30, 2025, 304,077 and 452,177 shares, respectively, were excluded from the computation of diluted net income per common share because those awards were independently antidilutive under the treasury stock method.
In addition, 7,106,621 and 2,394,905 weighted average shares issuable upon assumed conversion of the Convertible Notes were excluded from diluted net loss per common share for the three and nine months ended September 30, 2026, respectively, because the Company reported a net loss and their inclusion would have reduced loss per share.
26
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Basic net (loss) income attributable to common stockholders per share: | |||||||||||||||||||||||
| Net (loss) income attributable to common stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Basic net (loss) income attributable to common stockholders per share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted net (loss) income attributable to common stockholders per share: | |||||||||||||||||||||||
| Net (loss) income attributable to common stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Dilutive stock options and restricted stock | |||||||||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||
| Diluted net (loss) income attributable to common stockholders per share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
16. STOCK-BASED COMPENSATION
The Company recognizes all share-based payments based upon their grant date fair value. The Company grants restricted stock units subject to specific service, performance, and/or market conditions. The Company’s policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. In addition, the Company’s policy is to estimate expected forfeitures on share-based awards. The fair value of service and performance-based units is based on the market price of a share of underlying common stock at the date of grant. The fair values of the awards that contain market conditions are estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based upon historical volatility, risk-free rates of return, and correlation matrix. The amount of compensation costs related to restricted stock units and performance units not yet recognized, excluding estimated forfeitures, was $12.7 million at September 30, 2026, for which the expense will be recognized through 2029.
17. STOCKHOLDERS’ EQUITY
Share Repurchase Program
On February 15, 2024, the Company announced that the Board of Directors approved the repurchase of an additional $150 million in shares of common stock over a three year period. This authorization was an increase to the previous $150 million repurchase program approved in August 2021 and the previous $100 93.2 million remained available under the program.
Common and Preferred Stock
The Board of Directors has the authority to issue common and unclassed preferred stock of up to 200 million shares and 25 million shares, respectively, with par value of $0.01 per share, as well as to fix dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions.
27
Accumulated Other Comprehensive Income (Loss)
Changes in AOCI by component, net of tax, for the nine months ended September 30, 2026 are summarized as follows (in thousands):
| Foreign Currency Translation | Derivative Instruments | Total | ||||||||||||||||||
| Balances at December 31, 2025 | $ | ( | $ | $ | ( | |||||||||||||||
Net unrealized (losses) gains arising during the period(a) | ( | |||||||||||||||||||
Less: Net realized gains reclassified to net loss (b) | ||||||||||||||||||||
| Net change during the period | ( | |||||||||||||||||||
| Balances at March 31, 2026 | ( | |||||||||||||||||||
Net unrealized gains (losses) arising during the period(c) | ( | ( | ||||||||||||||||||
Less: Net realized gains reclassified to net loss (d) | ||||||||||||||||||||
| Net change during the period | ( | ( | ||||||||||||||||||
| Balances at June 30, 2026 | ( | ( | ( | |||||||||||||||||
Net unrealized losses arising during the period(e) | ( | ( | ( | |||||||||||||||||
Less: Net realized losses reclassified to net loss(f) | ( | ( | ||||||||||||||||||
| Net change during the period | ( | |||||||||||||||||||
| Balances at September 30, 2026 | $ | ( | $ | ( | $ | ( | ||||||||||||||
—————————
(a) Derivative instruments net of $0.4 million of tax liability for the three months ended March 31, 2026.
(b) Derivative instruments net of $0.2 million of tax liability for the three months ended March 31, 2026.
(c) Derivative instruments net of $0.8 million of tax benefit for the three months ended June 30, 2026.
(d) Derivative instruments net of $0.3 million of tax liability for the three months ended June 30, 2026.
(e) Derivative instruments net of $0.2 million of tax benefit for the three months ended September 30, 2026.
(f) Derivative instruments net of $0.3 million of tax benefit for the three months ended September 30, 2026.
28
Changes in AOCI by component, net of tax, for the nine months ended September 30, 2025 are summarized as follows (in thousands):
| Foreign Currency Translation | Derivative Instruments | Total | ||||||||||||||||||
| Balances at December 31, 2024 | $ | ( | $ | ( | $ | ( | ||||||||||||||
Net unrealized gains arising during the period(g) | ||||||||||||||||||||
Less: Net realized losses reclassified to net loss(h) | ( | ( | ||||||||||||||||||
| Net change during the period | ||||||||||||||||||||
| Balances at March 31, 2025 | ( | ( | ||||||||||||||||||
Net unrealized gains arising during the period(i) | ||||||||||||||||||||
Less: Net realized gains reclassified to net income(j) | ||||||||||||||||||||
| Net change during the period | ||||||||||||||||||||
| Balances at June 30, 2025 | ( | ( | ||||||||||||||||||
Net unrealized gains arising during the period (k) | ||||||||||||||||||||
Less: Net realized gains reclassified to net income (l) | ||||||||||||||||||||
| Net change during the period | ( | ( | ||||||||||||||||||
| Balances at September 30, 2025 | $ | ( | $ | $ | ( | |||||||||||||||
—————————
(g) Derivative instruments net of $0.1 million of tax liability for the three months ended March 31, 2025.
(h) Derivative instruments net of $0.1 million of tax benefit for the three months ended March 31, 2025.
(i) Derivative instruments net of $0.5 million of tax liability for the three months ended June 30, 2025.
(j) Derivative instruments net of $0.1 million of tax liability for the three months ended June 30, 2025.
(k) Derivative instruments net of $0.2 million of tax liability for the three months ended September 30, 2025.
(l) Derivative instruments net of $0.4 million of tax liability for the three months ended September 30, 2025.
18. INCOME TAXES
For the three and nine months ended September 30, 2026, the Company recognized income tax benefits of $6.2 million and $28.1 million, respectively compared to income tax expenses of $11.6 million and $87.0 million, respectively for the same periods in the prior year. The effective tax rates for the three and nine month periods of 2026 were 23.5 % and 24.2 %, respectively. For the same periods in 2025, the effective tax rates were 22.5 % and 25.0 %, respectively. The effective tax rates for both 2026 and 2025 differ from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes.
On July 4, 2025, The One Big Beautiful Bill Act was signed into legislation and includes numerous tax incentives and provisions. The Company continues to evaluate the impact of the new legislation but does not expect a material impact on the consolidated financial statements.
19. SEGMENTS
a. Segment Reporting
The Company’s Chief Operating Decision Maker (“CODM”) is comprised of the Chief Executive Officer and the Board of Directors. Based on how the CODM manages the business, allocates resources, makes operating decisions, and evaluates operating performance, the Company manages its business in two
Additional information related to the composition of each segment is included below.
▪Transportation Solutions (“TS”): The TS segment comprises the design and manufacturing operations for the Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and the Company’s wood flooring production facility. Additionally, the TS segment includes tank trailers and truck-mounted tanks. Finally, truck-mounted dry and refrigerated bodies, as well as service and stake bodies, are also in the TS segment.
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▪Parts & Services (“P&S”): The P&S segment comprises the Company’s Parts and Services business, as well as the Upfitting Solutions and Services business (a component of our Truck Bodies business). Additionally, the Company’s Composites business, which focuses on the use of DuraPlate® composite panels beyond the semi-trailer market, is also part of the P&S segment. This segment also includes the Wabash Parts LLC entity, which we created with our partner as further described in Note 6 to the Condensed Consolidated Financial Statements. The Company’s Linq Venture Holdings LLC and Trailers as a Service (TaaS)SM initiatives, which combine our market-leading trailer products with emerging capabilities like parts distribution and a growing maintenance and repair network to provide a valuable suite of services to our customers, are included in the P&S segment as well. Finally, the P&S segment includes the Company’s Engineered Products business, which manufactures stainless-steel storage tanks and silos, mixers and processors for a variety of end markets. Growing and expanding the Parts and Services offerings continues to be a key strategic initiative for the Company.
The accounting policies of the TS and P&S segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on (loss) income from operations. The CODM evaluates performance by considering comparative period and forecast-to-actual variances for these measures monthly. The Company has not allocated certain corporate related administrative costs, interest, and income taxes included in the corporate and eliminations segment to the Company’s other reportable segments. The Company accounts for intersegment sales and transfers at cost. Segment assets are not presented as it is not a measure reviewed by the CODM in allocating resources and assessing performance.
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Reportable segment information is as follows (in thousands):
| Three Months Ended September 30, 2026 | Transportation Solutions | Parts & Services | Corporate and Eliminations | Consolidated | ||||||||||||||||||||||||||||
| Net sales | ||||||||||||||||||||||||||||||||
| External customers | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Intersegment sales | ( | — | ||||||||||||||||||||||||||||||
| Total net sales | ( | |||||||||||||||||||||||||||||||
| Cost of sales | ( | |||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
Other operating expenses (1) | ||||||||||||||||||||||||||||||||
| (Loss) income from operations | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Transportation Solutions | Parts & Services | Corporate and Eliminations | Consolidated | ||||||||||||||||||||||||||||
| Net sales | ||||||||||||||||||||||||||||||||
| External customers | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Intersegment sales | ( | — | ||||||||||||||||||||||||||||||
| Total net sales | ( | |||||||||||||||||||||||||||||||
| Cost of sales | ( | |||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
Other operating expenses (1) | ( | ( | ||||||||||||||||||||||||||||||
| (Loss) income from operations | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Transportation Solutions | Parts & Services | Corporate and Eliminations | Consolidated | ||||||||||||||||||||||||||||
| Net sales | ||||||||||||||||||||||||||||||||
| External customers | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Intersegment sales | ( | — | ||||||||||||||||||||||||||||||
| Total net sales | ( | |||||||||||||||||||||||||||||||
| Cost of sales | ( | |||||||||||||||||||||||||||||||
| Gross (loss) profit | ( | |||||||||||||||||||||||||||||||
Other operating expenses (1) | ||||||||||||||||||||||||||||||||
| (Loss) income from operations | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Transportation Solutions | Parts & Services | Corporate and Eliminations | Consolidated | ||||||||||||||||||||||||||||
| Net sales | ||||||||||||||||||||||||||||||||
| External customers | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Intersegment sales | ( | — | ||||||||||||||||||||||||||||||
| Total net sales | ( | |||||||||||||||||||||||||||||||
| Cost of sales | ( | |||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
Other operating expenses (1) | ( | ( | ||||||||||||||||||||||||||||||
| (Loss) income from operations | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| ___________________ | ||||||||||||||||||||||||||||||||
(1) Other operating expenses include General and administrative expenses, Selling expenses, Amortization of intangible assets, and Impairment and other, net.
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b. Product Information
The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and services, and (4) equipment and other (which includes truck bodies). The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands):
| Three Months Ended September 30, 2026 | Transportation Solutions | Parts & Services | Eliminations | Consolidated | ||||||||||||||||||||||||||||||||||
| New trailers | $ | $ | $ | ( | $ | % | ||||||||||||||||||||||||||||||||
| Used trailers | % | |||||||||||||||||||||||||||||||||||||
| Components, parts and services | % | |||||||||||||||||||||||||||||||||||||
| Equipment and other | ( | % | ||||||||||||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | % | ||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Transportation Solutions | Parts & Services | Eliminations | Consolidated | ||||||||||||||||||||||||||||||||||
| New trailers | $ | $ | $ | ( | $ | % | ||||||||||||||||||||||||||||||||
| Used trailers | % | |||||||||||||||||||||||||||||||||||||
| Components, parts and services | % | |||||||||||||||||||||||||||||||||||||
| Equipment and other | ( | % | ||||||||||||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | % | ||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Transportation Solutions | Parts & Services | Eliminations | Consolidated | ||||||||||||||||||||||||||||||||||
| New trailers | $ | $ | $ | ( | $ | % | ||||||||||||||||||||||||||||||||
| Used trailers | % | |||||||||||||||||||||||||||||||||||||
| Components, parts and services | % | |||||||||||||||||||||||||||||||||||||
| Equipment and other | ( | % | ||||||||||||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | % | ||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Transportation Solutions | Parts & Services | Eliminations | Consolidated | ||||||||||||||||||||||||||||||||||
| New trailers | $ | $ | $ | ( | $ | % | ||||||||||||||||||||||||||||||||
| Used trailers | % | |||||||||||||||||||||||||||||||||||||
| Components, parts and services | % | |||||||||||||||||||||||||||||||||||||
| Equipment and other | ( | % | ||||||||||||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | % | ||||||||||||||||||||||||||||||||
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20. DIVESTITURES OF PROPERTY, PLANT, AND EQUIPMENT AND REVENUE GENERATING ASSETS
During the three months ended September 30, 2026, the Company completed the sale of its Goshen, Indiana manufacturing facility for gross proceeds of approximately $17.8 million and recognized a gain of approximately $7.5 million. The sale followed the Company’s January 2026 announcement and initiation of a plan to idle the Goshen facility as part of actions expected to reduce fixed costs. Approximately $7.4 million of the gain on sale was attributable to the Company’s Transportation Solutions operating segment while the remaining insignificant amount was attributable to the Parts & Services operating segment. During the first six months of 2026, in addition to the sale of dry van trailers to McKinney Vehicle Services, Inc. described in Note 14 to the Condensed Consolidated Financial Statements, the Company sold other property, plant, and equipment and revenue generating assets for aggregate proceeds of approximately $21.9 million and recognized aggregate net gains of approximately $1.9 million. The net gains recognized on these transactions are included in Impairment and other, net in the Condensed Consolidated Statements of Operations.
There were no
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) of Wabash National Corporation (together with its subsidiaries, “Wabash,” “Company,” “us,” “we,” or “our”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words. Forward-looking statements convey the Company’s current expectations or forecasts of future events. Our “forward-looking statements” include, but are not limited to, statements regarding:
▪the cyclical nature of our business and impact of economic conditions on markets, customers, and demand for our products;
▪unfairly traded imports of van-type trailers and subassemblies and the ineffective implementation or enforcement of available trade remedies;
▪changes in our customer relationships or in the financial condition of our customers;
▪our backlog and indicators of the level of our future revenues;
▪reliance on information technology to support our operations and our ability to protect against service interruptions or security breaches;
▪use of artificial intelligence in our business and challenges in managing its use;
▪inflation;
▪reliance on a limited number of suppliers of raw materials and components, price increases of raw materials and components, and our ability to obtain raw materials and components;
▪our ability to attract and retain key personnel or a sufficient workforce;
▪our ability to execute on our long-term strategic plan and growth initiatives or to meet our long-term financial goals;
▪volatility in the supply of vehicle chassis and other vehicle components;
▪significant competition in the industries in which we operate, including offerings by our competitors of new or better products and services or lower prices, including foreign competitors who may be violating anti-dumping laws or benefitting from subsidization in their home countries;
▪our competition in the highly competitive specialized vehicle industry;
▪market acceptance of our technology and products or market share gains of competing products;
▪disruptions of manufacturing operations;
▪our ability to effectively manage, safeguard, design, manufacture, service, repair, and maintain our leased (or subleased) trailers;
▪our arrangement to wholly own Linq Venture Holdings LLC;
▪our ability to realize all of the expected enhanced revenue, earnings, and cash flow from our agreement to create Wabash Parts LLC;
▪current and future governmental laws and regulations and costs related to compliance with such laws and regulations;
▪changes to U.S. or foreign tax laws and the effects on our effective tax rate and future profitability;
▪changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences;
▪the effects of product liability and other legal claims;
▪climate change and related public focus from regulators and various stakeholders;
▪impairment in the carrying value of goodwill and other long-lived intangible assets;
▪our ability to continue a regular quarterly dividend;
▪our ability to generate sufficient cash to service all of our indebtedness;
▪our indebtedness, financial condition and fulfillment of obligations thereunder;
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▪increased risks of international operations;
▪our ability to meet environmental, social, and governance (“ESG”) expectations or standards or to achieve our ESG goals;
▪provisions of our Senior Notes and our Convertible Notes which could discourage potential future acquisitions of us by a third party;
▪the risks related to restrictive covenants in our Senior Notes indenture and Revolving Credit Agreement (each, as defined below), including limits on financial and operating flexibility;
▪the risks related to the conditional conversion feature of our Convertible Notes;
▪the risks related to the accounting method for our Convertible Notes;
▪price and trading volume volatility of our common stock;
▪the risk related to the potential dilution to our common stock in connection with the conversion of our Convertible Notes; and
▪assumptions relating to the foregoing.
Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in this Quarterly Report. Important risks and factors that could cause our actual results to be materially different from our expectations include the factors that are disclosed in “Item 1A-Risk Factors” in this Quarterly Report on Form 10-Q. Each forward-looking statement contained in this Quarterly Report reflects our management’s view only as of the date on which that forward-looking statement was made. We are not obligated to update forward-looking statements or publicly release the result of any revisions to them to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events, except as required by law.
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Results of Operations
Three Months Ended September 30, 2026 Compared with the Three Months Ended September 30, 2025
Net Sales
Net sales in the third quarter of 2026, increased $94.8 million, or 24.8%, compared to the third quarter of 2025. By business segment, prior to the elimination of intercompany sales, sales and related units sold were as follows (dollars in thousands):
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| (prior to elimination of intersegment sales) | |||||||||||||||||||||||
| Sales by Segment | |||||||||||||||||||||||
| Transportation Solutions | $ | 407,860 | $ | 334,474 | $ | 73,386 | 21.9 | % | |||||||||||||||
| Parts & Services | 69,356 | 60,964 | 8,392 | 13.8 | % | ||||||||||||||||||
| Eliminations | (808) | (13,843) | 13,035 | ||||||||||||||||||||
| Total | $ | 476,408 | $ | 381,595 | $ | 94,813 | 24.8 | % | |||||||||||||||
| New Units Shipped | (units) | ||||||||||||||||||||||
Trailers(1) | 9,563 | 6,675 | 2,888 | 43.3 | % | ||||||||||||||||||
| Truck bodies | 1,685 | 3,067 | (1,382) | (45.1 | %) | ||||||||||||||||||
| Total | 11,248 | 9,742 | 1,506 | 15.5 | % | ||||||||||||||||||
| Used Units Shipped | (units) | ||||||||||||||||||||||
| Trailers | 39 | 20 | 19 | 95.0 | % | ||||||||||||||||||
—————————
(1) Trailer shipments do not include converter dollies for any period presented.
TS segment sales, prior to the elimination of intersegment sales, were $407.9 million for the third quarter of 2026, an increase of $73.4 million, or 21.9%, compared to the third quarter of 2025. New trailers shipped during the third quarter of 2026 totaled 9,563 trailers compared to 6,675 trailers in the prior year period, an increase of 43.3%, which was primarily driven by higher dry van and platform shipments partially offset by lower tank trailer shipments. New truck bodies shipped during the third quarter of 2026 totaled 1,685 truck bodies compared to 3,067 truck bodies in the prior year period, a decrease of 45.1% attributable to continued softened demand. The growth in revenue from new trailer shipments outpaced the reduction in revenue from lower truck body shipments.
P&S segment sales, prior to the elimination of intersegment sales, were $69.4 million for the third quarter of 2026, an increase of $8.4 million, or 13.8%, compared to the third quarter of 2025. The overall increase in sales for this segment was primarily due to higher sales within our upfit and services businesses of approximately $9.1 million and Process Systems of approximately $1.6 million, partially offset by lower sales within our Aftermarket Parts business of $1.8 million due to decreased demand.
Cost of Sales
Cost of sales was $461.5 million in the third quarter of 2026, an increase of $95.6 million, or 26.1%, compared to the prior year period. Cost of sales is comprised of material costs, a variable expense, and other manufacturing costs, comprised of both fixed and variable expenses, including direct and indirect labor, outbound freight, overhead expenses, and depreciation.
TS segment cost of sales was $403.9 million in the third quarter of 2026, an increase of $74.5 million, or 22.6%, compared to the prior year period. The increase in cost of sales was primarily attributable to increases of approximately $76.7 million in material costs and $4.9 million in labor costs, as well as other production-readiness costs. A portion of the increase in labor costs, together with other production-readiness costs, reflected activities undertaken to prepare our dry van operations for higher anticipated production levels in 2027, including certain activities accelerated into 2026 from early 2027. These increases were partially offset by decreases in other manufacturing costs, including approximately $1.6 million in depreciation expense, $1.1 million in general insurance expense, $0.5 million in operating supplies expense, and $0.4 million in utilities expense.
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P&S segment cost of sales was $58.5 million in the third quarter of 2026, an increase of $8.2 million, or 16.2%, compared to the prior year period. The increase was primarily attributable to approximately $6.5 million of higher material costs associated with increased sales. Cost of sales also increased due to an increase of $0.4 million in leases, $0.3 million in depreciation, and $0.3 million in maintenance and repair expenses. These increases, as well as other start-up costs, were largely associated with integrating new locations and expanding our Parts & Services network.
Gross Profit
Gross profit was $14.9 million in the third quarter of 2026, a decrease of $0.8 million from the prior year period. Gross profit as a percentage of net sales was 3.1% for the third quarter of 2026, compared to 4.1% for the same period in 2025. Gross profit by segment was as follows (dollars in thousands):
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| Gross Profit by Segment | |||||||||||||||||||||||
| Transportation Solutions | $ | 4,008 | $ | 5,077 | $ | (1,069) | (21.1 | %) | |||||||||||||||
| Parts & Services | 10,867 | 10,631 | 236 | 2.2 | % | ||||||||||||||||||
| Total | $ | 14,875 | $ | 15,708 | $ | (833) | (5.3 | %) | |||||||||||||||
TS segment gross profit was $4.0 million for the third quarter of 2026 compared to $5.1 million for the third quarter of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 1.0% in the third quarter of 2026 compared to 1.5% in the comparative 2025 period. The decrease in gross profit despite higher revenue was primarily attributable to lower trailer and truck body profitability resulting from unfavorable material costs and higher manufacturing costs, including labor and overhead. Truck body profitability was affected by unfavorable customer mix and manufacturing inefficiencies associated with low production volumes. In addition, during the third quarter of 2026, we incurred labor, onboarding, and other production-readiness costs to prepare our dry van operations for higher anticipated production levels in 2027. These activities were accelerated into 2026 from early 2027 and included increasing our hourly workforce and preparing additional production shifts.
P&S segment gross profit was $10.9 million for the third quarter of 2026 compared to $10.6 million for the third quarter of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 15.7% in the third quarter of 2026 compared to 17.4% in the 2025 period. The decrease in gross margin was primarily attributable to higher material costs, as well as higher lease, depreciation, maintenance and repair, and other start-up costs associated with integrating new locations and expanding our Parts & Services network. These costs increased at a greater rate than sales during the quarter.
General and Administrative Expenses
General and administrative expenses for the third quarter of 2026 increased $82.9 million, or 164.0%, from the prior year period. The increase from the prior year period was driven by the third quarter of 2025 impacts of Eileen Williams, Elizabeth Perkins, et al. v. Wabash National Corporation, et al., filed in the Circuit Court of the City of St. Louis, Missouri. Additionally, there were increases in maintenance and repair costs of $1.4 million, as well as outside services and professional fees of $0.4 million. Partially offsetting these increases was a $0.1 million reduction in employee-related costs, including incentive and benefit programs. As a percentage of net sales, general and administrative expenses were 6.8% for the third quarter of 2026 compared to (13.2)% for the third quarter of 2025. The overall increase in general and administrative expenses as a percentage of net sales was primarily attributable to the increased expenses in the current year period described above.
Selling Expenses
Selling expenses for the third quarter of 2026 increased $1.3 million compared to the prior year period. The increase was primarily attributable to an increase in employee-related costs, including incentive and benefit programs, of approximately $0.7 million, as well as outside services and advertising & promotional expenses totaling approximately $0.3 million. As a percentage of net sales, selling expenses were 1.4% for the third quarter of 2026 compared to 1.5% for the third quarter of 2025. The overall decrease in selling expenses as a percentage of net sales was primarily attributable to the increase in sales.
Amortization of Intangibles
Amortization of intangibles was $2.7 million during the third quarter of 2026 compared to $2.8 million in the prior year period. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. The insignificant decrease from the prior year period is related to continued amortization of certain intangible assets recorded upon the acquisition of Supreme in September 2017.
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Impairment and Other, Net
Impairment and other, net was a $7.0 million gain during the third quarter of 2026 compared to an insignificant loss during the prior year period. Activity during the current year period primarily relates to the gain on sale of our Goshen, Indiana manufacturing facility of approximately $7.5 million, which is further described in Note 20 to our Condensed Consolidated Financial Statements.
Other Income (Expense)
Interest expense totaled $7.0 million during the third quarter of 2026 and $5.4 million during the third quarter of 2025. Interest expense relates to interest and non-cash accretion charges on our Senior Notes, Revolving Credit Agreement, and Convertible Notes. The increase from the prior year period is primarily attributable to interest and non-cash accretion charges on our Convertible Notes, which were issued during the third quarter of 2026 as further described in Note 9 to our Condensed Consolidated Financial Statements.
Other, net for the third quarter of 2026 was income of $0.3 million compared to income of $1.2 million during the prior year period. Activity for the current and prior year periods primarily relates to interest income.
Income Taxes
We recognized an income tax benefit of $6.2 million in the third quarter of 2026 compared to income tax expense of $11.6 million for the same period in the prior year. The effective tax rate for this period was 23.5% compared to a rate of 22.5% for the same period in the prior year. The effective tax rates for each of the third quarters of 2026 and 2025 differ from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes.
Nine Months Ended September 30, 2026 Compared with the Nine Months Ended September 30, 2025
Net Sales
Net sales in the first nine months of 2026 decreased $24.4 million, or 2.0%, compared to the first nine months of 2025. By business segment, prior to the elimination of intercompany sales, sales and related units sold were as follows (dollars in thousands):
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| (prior to elimination of intersegment sales) | |||||||||||||||||||||||
| Sales by Segment | |||||||||||||||||||||||
| Transportation Solutions | $ | 1,012,690 | $ | 1,081,491 | $ | (68,801) | (6.4 | %) | |||||||||||||||
| Parts & Services | 186,812 | 172,663 | 14,149 | 8.2 | % | ||||||||||||||||||
| Eliminations | (2,624) | (32,853) | 30,229 | ||||||||||||||||||||
| Total | $ | 1,196,878 | $ | 1,221,301 | $ | (24,423) | (2.0 | %) | |||||||||||||||
| New Units Shipped | (units) | ||||||||||||||||||||||
Trailers(1) | 23,233 | 20,495 | 2,738 | 13.4 | % | ||||||||||||||||||
| Truck bodies | 4,592 | 9,253 | (4,661) | (50.4 | %) | ||||||||||||||||||
| Total | 27,825 | 29,748 | (1,923) | (6.5 | %) | ||||||||||||||||||
| Used Units Shipped | (units) | ||||||||||||||||||||||
| Trailers | 109 | 85 | 24 | 28.2 | % | ||||||||||||||||||
—————————
(1) Trailer shipments do not include converter dollies for any period presented.
TS segment sales, prior to the elimination of intersegment sales, were $1,012.7 million for the first nine months of 2026, a decrease of $68.8 million, or 6.4%, compared to the first nine months of 2025. New trailers shipped during the first nine months of 2026 totaled 23,233 trailers compared to 20,495 trailers in the prior year period, an increase of 13.4%, which was primarily driven by higher dry van and platform shipments, partially offset by lower tank trailer shipments. New truck bodies shipped during the first nine months of 2026 totaled 4,592 truck bodies compared to 9,253 truck bodies in the prior year period, a decrease of 50.4%, primarily attributable to continued decreased demand. The decrease in revenue from lower truck body and tank trailer shipments outpaced the increase in revenue from higher new trailer shipments.
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P&S segment sales, prior to the elimination of intersegment sales, were $186.8 million for the first nine months of 2026, an increase of $14.1 million, or 8.2%, compared to the first nine months of 2025. The overall increase in sales for this segment was primarily due to higher sales within our upfit and services businesses of approximately $11.5 million, Process Systems of approximately $4.5 million, and Aftermarket Parts of approximately $2.0 million. These increases were partially offset by lower sales within our Components business of $3.8 million due to decreased demand.
Cost of Sales
Cost of sales was $1,177.2 million in the first nine months of 2026, an increase of $32.1 million, or 2.8%, compared to the prior year period. Cost of sales is comprised of material costs, a variable expense, and other manufacturing costs, comprised of both fixed and variable expenses, including direct and indirect labor, outbound freight, overhead expenses, and depreciation.
TS segment cost of sales was $1,018.2 million in the first nine months of 2026, a decrease of $21.2 million, or 2.0%, compared to the prior year period. The decrease was primarily attributable to lower manufacturing and overhead costs, including decreases of approximately $18.6 million in labor and employee-related costs, $4.6 million in outside services and professional fees, $4.2 million in operating supplies, $3.4 million in depreciation expense, and $3.4 million in maintenance and repair costs. These decreases were due in part to the previously announced idling of our manufacturing facilities in Little Falls, Minnesota and Goshen, Indiana. The decreases were partially offset by approximately $33.2 million of higher material costs primarily associated with increased new trailer shipments. In addition, labor and other manufacturing costs during the third quarter of 2026 included production readiness activities undertaken to prepare our dry van operations for higher anticipated production levels in 2027, including certain activities accelerated into 2026 from early 2027.
P&S segment cost of sales was $161.7 million in the first nine months of 2026, an increase of $23.0 million, or 16.6%, compared to the prior period. The increase was primarily attributable to higher sales, including approximately $14.6 million of higher material costs. Cost of sales also increased due to an increase of $3.8 million in labor and employee-related costs, $2.2 million in leases, $1.3 million in depreciation, and $0.9 million in maintenance and repair expenses. These increases, as well as other start-up costs, were largely associated with integrating new locations and expanding our Parts & Services network.
Gross Profit
Gross profit was $19.6 million in the first nine months of 2026, a decrease of $56.5 million from the prior year period. Gross profit as a percentage of net sales was 1.6% for the nine months of 2026, compared to 6.2% for the same period in 2025. Gross profit by segment was as follows (dollars in thousands):
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| Gross Profit by Segment | |||||||||||||||||||||||
| Transportation Solutions | $ | (5,522) | $ | 42,091 | $ | (47,613) | (113.1 | %) | |||||||||||||||
| Parts & Services | 25,151 | 34,020 | (8,869) | (26.1 | %) | ||||||||||||||||||
| Total | $ | 19,629 | $ | 76,111 | $ | (56,482) | (74.2 | %) | |||||||||||||||
TS segment gross profit was $(5.5) million for the first nine months of 2026 compared to $42.1 million for the first nine months of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was (0.5)% in the first nine months of 2026 compared to 3.9% in the comparative 2025 period. The overall decrease in gross profit was primarily attributable to lower trailer and truck-body profitability resulting from unfavorable material costs and higher manufacturing costs, including labor and overhead. The decrease also reflected labor and other production readiness costs incurred during the third quarter of 2026 to prepare our dry van operations for higher anticipated production levels in 2027, including certain activities accelerated into 2026 from early 2027.
P&S segment gross profit was $25.2 million for the first nine months of 2026 compared to $34.0 million for the first nine months of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 13.5% in the first nine months of 2026 compared to 19.7% in the 2025 period. The decrease in gross profit and gross margin was primarily attributable to lower Components profitability and higher material costs across our businesses. Gross margin was also affected by higher lease expense and other overhead and start-up costs associated with integrating new locations and expanding our Parts & Services network. These costs increased at a greater rate than sales during the period.
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General and Administrative Expenses
General and administrative expenses for the first nine months of 2026 increased $415.0 million, or 130.4%, from the prior year period. The increase from the prior year period was driven by the impacts of Eileen Williams, Elizabeth Perkins, et al. v. Wabash National Corporation, et al., filed in the Circuit Court of the City of St. Louis, Missouri (the “Product Liability Matter”). In addition, there was an increase in maintenance and repair expenses and professional fees totalling $3.8 million, primarily related to strategic growth programs. Partially offsetting these increases was a $2.7 million reduction in employee-related costs, including incentive and benefit programs. As a percentage of net sales, general and administrative expenses were 8.1% for the first nine months of 2026 compared to (26.1)% for the first nine months of 2025.
Selling Expenses
Selling expenses were $20.9 million in the first nine months of 2026, an increase of $2.6 million, or 14.2%, compared to the prior year period. The increase was primarily attributable to an increase in employee-related costs, including incentive and benefit programs, of approximately $1.4 million, and advertising & promotional expenses of approximately $0.5 million. As a percentage of net sales, selling expenses were 1.7% for the first nine months of 2026 compared to 1.5% for the first nine months of 2025. The increase in selling expenses as a percentage of net sales was due to the increases described above.
Amortization of Intangibles
Amortization of intangibles was $8.0 million for the first nine months of 2026 compared to $8.4 million during the first nine months of 2025. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. The decrease from the prior year period is related to continued amortization of certain intangible assets recorded upon the acquisition of Supreme in September 2017.
Impairment and Other, Net
Impairment and other, net was an $8.4 million gain for the nine month period ended September 30, 2026, compared to an insignificant loss in the prior year period. Activity during the current year period primarily relates to the gain on sale of our Goshen, Indiana manufacturing facility of approximately $7.5 million as well as other gains related to the sale of property, plant, and equipment and revenue generating assets. These sales and related gains are further described in Note 20 to our Condensed Consolidated Financial Statements.
Other Income (Expense)
Interest expense totaled $19.8 million during the first nine months of 2026 compared to $15.7 million in the prior year period. Interest expense relates to interest and non-cash accretion charges on our Senior Notes, Revolving Credit Agreement, and Convertible Notes. The increase from the prior year period is primarily attributable to a higher average outstanding balance under our Revolving Credit Agreement. In addition, the increase is due to interest and non-cash accretion charges on our Convertible Notes, which were issued during the third quarter of 2026 as further described in Note 9 to our Condensed Consolidated Financial Statements.
Other, net for the first nine months of 2026 represented income of $1.0 million compared to income of $2.8 million for the prior year period. Income for the current and prior year periods primarily relates to interest income.
Income Taxes
We recognized an income tax benefit of $28.1 million in the first nine months of 2026 compared to income tax expense of $87.0 million for the same period in the prior year. The effective tax rate for this period and the prior year period was 24.2% and 25.0%, respectively. For the first nine months of both 2026 and 2025, the effective tax rates differ from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes. Net cash refunds for income taxes during the first nine months of 2026 were $9.7 million compared to net cash refunds of $0.3 million during the first nine months of 2025. The net cash refunds during the first nine months of 2026 and 2025 were due to the timing of federal refunds from previously filed tax returns.
Liquidity and Capital Resources
Capital Structure
Our capital structure is comprised of a mix of debt and equity. As of September 30, 2026, our debt-to-equity ratio was approximately 2.0:1.0. Our long-term objective is to generate operating cash flows sufficient to support the growth of our business and increase shareholder value. We intend to pursue this objective through a balanced capital allocation strategy focused on maintaining liquidity and financial flexibility, managing leverage, investing in the business organically and strategically, and returning capital to shareholders. Our Board of Directors has designated a Finance Committee to assist the Board in overseeing our capital structure, financing, investment and other significant financial matters.
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During the first nine months of 2026, consistent with this approach, we paid approximately $10.0 million in quarterly dividends. As further described in Note 9 to our Condensed Consolidated Financial Statements, on July 20, 2026, we completed a private offering of $150.0 million aggregate principal amount of 4.00% Convertible Notes due 2032, which included the initial purchasers’ exercise in full of their option to purchase an additional $20.0 million aggregate principal amount of notes. We used the net proceeds primarily to repay borrowings under the Revolving Credit Agreement.
In addition, as further described in Note 9 to our Condensed Consolidated Financial Statements, on August 12, 2026, we amended our Revolving Credit Agreement. The amendment reduced total revolving commitments from $350.0 million to $300.0 million and extended the scheduled maturity from September 23, 2027 to August 12, 2031, subject to certain earlier maturity provisions tied to the maturity of specified indebtedness. The amended Revolving Credit Agreement also permits us, subject to certain conditions, to increase total revolving commitments by up to an additional $175.0 million. As of September 30, 2026, there were no borrowings outstanding under the Revolving Credit Agreement.
The Convertible Notes offering, repayment of Revolving Credit Agreement borrowings, and extension of the Revolving Credit Agreement’s maturity increased our financial flexibility and extended the maturity profile of our debt. We intend to continue managing our capital structure to preserve liquidity, support our strategic priorities, and maintain flexibility to invest in profitable growth and diversification. We believe, with these actions, we are able to generate sufficient cash flows to continue to meet our obligations in the near and long-term.
Our liquidity position, defined as cash on hand and available borrowing capacity under the Revolving Credit Facility, was $277.0 million as of September 30, 2026, compared to $355.9 million at September 30, 2025 and $235.3 million at December 31, 2025, representing a decrease of 22% and an increase of 18%, respectively. The decrease in liquidity as of September 30, 2026 compared to September 30, 2025 was primarily attributable to lower available capacity on the Revolving Credit Agreement and a lower cash balance as of September 30, 2026. The increase in liquidity as of September 30, 2026 compared to December 31, 2025 was primarily attributable to a higher cash balance.
For the remainder of 2026, we expect to fund our working capital requirements and capital expenditures primarily through cash generated from operations, available cash and cash equivalents, and borrowing capacity under the Revolving Credit Agreement, as needed. We intend to maintain our assets and operational capabilities to respond to changing economic and industry conditions while maintaining financial flexibility to return capital to shareholders when appropriate. We will continue to adapt to current market conditions, preserve liquidity and financial flexibility, prioritize employee safety, and support the financial well-being of the Company.
Debt Agreements and Related Amendments
Senior Notes
On October 6, 2021, we closed on an offering of $400 million in aggregate principal amount of our 4.50% unsecured Senior Notes (the “Senior Notes”). The Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among us, certain subsidiary guarantors named therein (the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Indenture”). The Senior Notes bear interest at the rate of 4.50% and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year. The Senior Notes will mature on October 15, 2028.
We may redeem some or all of the Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 101.125% for the twelve-month period beginning October 15, 2025 and 100.000% beginning on October 15, 2026, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a Change of Control (as defined in the Indenture), unless we have exercised our optional redemption right in respect of the Senior Notes, the holders of the Senior Notes will have the right to require us to repurchase all or a portion of the Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.
The Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Senior Notes and related guarantees are our and the Guarantors’ general unsecured senior obligations and will be subordinated to all of our and the Guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the Senior Notes are structurally subordinated to any existing and future debt of any of our subsidiaries that are not Guarantors, to the extent of the assets of those subsidiaries.
Subject to a number of exceptions and qualifications, the Indenture restricts our ability and the ability of certain of our subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock or with respect to any other interest or participation in, or measured by, our profits; (iii) make loans and certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate, merge or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications.
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During any time when the Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and we and our subsidiaries will cease to be subject to such covenants during such period.
The Indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs. As of September 30, 2026, we were in compliance with all covenants.
From time to time we may evaluate various alternatives available with respect to addressing the October 2028 maturity of the Senior Notes, including the purchase, redemption, refinancing, amending, exchanging, extending or otherwise retiring any amount of our outstanding indebtedness at any time, in open market or privately negotiated transactions with the holders of such indebtedness or otherwise. No final decisions have been made at this time, and the timing, structure and terms of any such transactions will depend on capital market conditions and other relevant factors.
Contractual coupon interest expense and amortization of debt issuance costs for the Senior Notes for the three and nine month periods ended September 30, 2026 was $4.5 million and $0.2 million, and $13.5 million and $0.6 million, respectively. For the three and nine month periods ended September 30, 2025, Contractual coupon interest expense and amortization of debt issuance costs for the Senior Notes was $4.5 million and $0.2 million, and $13.5 million and $0.5 million, respectively. Contractual coupon interest expense and amortization of debt issuance costs for the Senior Notes are included in Interest expense in our Condensed Consolidated Statements of Operations. The estimated fair value of the Senior Notes and the related fair value hierarchy classification are included in Note 13 to our Condensed Consolidated Financial Statements.
Revolving Credit Agreement
On August 12, 2026, we entered into a Sixth Amendment to Second Amended and Restated Credit Agreement (the “Amendment”), among us, certain of our subsidiaries party thereto as loan parties, the lenders party thereto and Wells Fargo Capital Finance, LLC, as the administrative agent (the “Agent”), which amended our existing Second Amended and Restated Credit Agreement dated as of December 21, 2018 (as previously amended and as amended by the Amendment, the “Revolving Credit Agreement”).
Under the Revolving Credit Agreement, the lenders agree to make available a $300 million revolving credit facility to us and certain of our subsidiaries party to the Revolving Credit Agreement from time to time as borrowers (collectively, the “Borrowers”). We have the option to increase the total commitments under the facility by up to an additional $175 million, subject to certain conditions, including obtaining commitments from one or more lenders, whether or not party to the Revolving Credit Agreement, to provide such additional commitments. The Revolving Credit Agreement matures upon the earliest of (i) August 12, 2031, (ii) the date that is 91 days prior to the maturity of our 4.50% Senior Notes due 2028, (iii) the date that is 91 days prior to the maturity of our 4.00% Convertible Notes due 2032, and (iv) the date that is 91 days prior to the maturity of debt of any one or more of the loan parties under the Revolving Credit Agreement in an aggregate outstanding principal amount exceeding $40 million.
Availability under the Revolving Credit Agreement will be based upon borrowing base certifications of the Borrowers’ eligible inventory, eligible leasing inventory and eligible accounts receivable, and will be reduced by certain reserves in effect from time to time. Availability is also reduced by a $40 million availability block in effect until the date upon which our fixed charge coverage ratio for the 12 fiscal month periods ending as of the two most recently ended consecutive fiscal quarters is greater than 1.0 to 1.0, with the first of such two most recently ended fiscal quarters ending no earlier than December 31, 2026 (such date, the “Financial Covenant Conversion Date”), provided no event of default is in existence on such date. Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in the amount of $25 million and allows for swingline loans in the amount of up to $30 million.
Outstanding borrowings under the Revolving Credit Agreement will bear interest at an annual rate, at the Borrowers’ election, equal to (i) term SOFR plus a margin ranging from 1.50% to 2.00% or (ii) a base rate plus a margin ranging from 0.50% to 1.00%, in each case depending upon the monthly average excess availability under the revolving credit facility. The Borrowers are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses of the Agent and the lenders.
The Revolving Credit Agreement is required to be guaranteed by certain of our subsidiaries (each a “Guarantor”) and is secured by substantially all personal property of each Borrower and Guarantor.
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The Revolving Credit Agreement contains customary covenants limiting our ability and the ability of certain of our subsidiaries to, among other things, pay dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. In addition, we will be required to maintain (i) prior to the Financial Covenant Conversion Date, minimum liquidity of $90 million at all times, other than with respect to a period of no more than three consecutive business days in any month, and (ii) on and after the Financial Covenant Conversion Date, a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the Revolving Credit Agreement (calculated without giving effect to the $40 million availability block) is less than the greater of (a) 10.0% of the lesser of (x) the total revolving commitments and (y) the borrowing base and (b) $25 million. As of September 30, 2026, we were in compliance with all covenants.
The Revolving Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the lenders may, among other things, require the immediate payment of all amounts outstanding and foreclose on collateral. In addition, in the case of an event of default arising from certain events of bankruptcy or insolvency, the lenders’ obligations under the Revolving Credit Agreement would automatically terminate, and all amounts outstanding under the Revolving Credit Agreement would automatically become due and payable.
During the three month period ended September 30, 2026, we had payments of principal totaling $128.5 million and borrowings of principal totaling $13.5 million under the Revolving Credit Agreement. During the nine month period ended September 30, 2026, we had payments of principal totaling $246.9 million and borrowings of principal totaling $201.9 million. As of September 30, 2026, there were no amounts outstanding under the Revolving Credit Agreement.
During the three month period ended September 30, 2025, we had payments of principal totaling $15.8 million and borrowings of principal totaling $0.8 million under the Revolving Credit Agreement. During the nine month period ended September 30, 2025, we had payments of principal totaling $16.8 million and borrowings of principal totaling $41.8 million. As of September 30, 2025, there was $25.0 million outstanding under the Revolving Credit Agreement.
Interest expense under the Revolving Credit Agreement for each three and nine month periods ended September 30, 2026 was approximately $0.6 million and $4.0 million, respectively. During each three and nine month periods ended September 30, 2025, interest expense under the Revolving Credit Agreement was approximately $0.6 million and $1.5 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expense in our Condensed Consolidated Statements of Operations.
Convertible Notes
On July 20, 2026, we completed a private unregistered offering (the “Offering”) of $130.0 million in aggregate principal amount of 4.00% Convertible Notes due 2032 (the “Initial Notes”). On July 16, 2026, the initial purchasers in the Offering exercised their option to purchase an additional $20.0 million in aggregate principal amount of our 4.00% Convertible Notes due 2032 (together with the Initial Notes, the “Convertible Notes”), bringing the total aggregate principal amount of the Convertible Notes to $150.0 million. We used the net proceeds from the Offering primarily to repay outstanding borrowings under the Revolving Credit Agreement. The Convertible Notes are guaranteed (the “Guarantees”) by each of our direct and indirect subsidiaries that guarantee our Senior Notes (the “Guarantors”). The Convertible Notes and the Guarantees are senior unsecured obligations of us and the Guarantors, respectively. The Convertible Notes and the Guarantees were issued pursuant to an Indenture, dated July 20, 2026 (the “Indenture”), among us, the Guarantors and U.S. Bank Trust Company, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the Convertible Notes may be declared immediately due and payable, as well as certain types of bankruptcy or insolvency events of default involving us after which the Convertible Notes become automatically due and payable.
The Convertible Notes bear interest at a rate of 4.00% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The Convertible Notes will mature on August 1, 2032, unless earlier converted, redeemed, or repurchased. Before May 1, 2032, noteholders may convert their Convertible Notes only upon the occurrence of specified conditions relating to the market price of the Common Stock, the trading price of the Convertible Notes, certain distributions or corporate events, or a notice of redemption. From and after May 1, 2032, noteholders may convert their Convertible Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. We will settle any conversions of the Convertible Notes by paying or delivering, as applicable, cash, shares of our common stock, par value $0.01 per share (the “Common Stock”), or a combination of cash and shares of Common Stock, at our election.
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The initial conversion rate for the Convertible Notes is 59.7086 shares of Common Stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $16.75 per share of the Common Stock. The initial conversion price of the Convertible Notes represents a premium of approximately 32.50% above the last reported sale price of the Common Stock on the New York Stock Exchange on July 15, 2026, which was $12.64 per share. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. Based on the initial conversion rate, the Convertible Notes are initially convertible into 8,956,290 shares of Common Stock, subject to adjustment under the Indenture. In connection with certain conversions occurring after a Make-Whole Fundamental Change or notice of redemption, the conversion rate may be increased by a specified number of additional shares, subject to an initial maximum of 11,867,085 shares. We account for the Convertible Notes as a debt liability at amortized cost. The embedded conversion option is not separately recognized because it is indexed to our Common Stock and qualifies for the derivative accounting scope exception for certain contracts in an entity’s own equity.
We may not redeem the Convertible Notes prior to August 6, 2029, except in the event of a Cleanup Redemption (as defined below). We may redeem for cash all, but not less than all, of the Convertible Notes (subject to certain limitations), at our option, on or after August 6, 2029, and on or prior to the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of Optional Redemption (as defined below), during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide the related notice of optional redemption (such redemption, an “Optional Redemption”), at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption date. In addition, we may redeem for cash all, but not less than all, of the Convertible Notes at any time at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Cleanup Redemption date if the amount of the Convertible Notes that remains outstanding is less than 15% of the aggregate principal amount of the Convertible Notes initially issued and certain other conditions are met (such redemption, a “Cleanup Redemption”). No sinking fund is provided for the Convertible Notes, which means that we are not required to redeem or retire the Convertible Notes periodically.
As of September 30, 2026, the outstanding principal amount of the Convertible Notes was $150.0 million, unamortized debt issuance costs were approximately $8.2 million, and the net carrying amount was approximately $141.8 million. As of September 30, 2026, no Convertible Notes had been converted, no shares had been issued upon conversion, and no changes had occurred to the conversion price or other conversion terms, other than any changes resulting from standard antidilution provisions. No conversion contingencies had been met as of September 30, 2026. The estimated fair value of the Convertible Notes and the related fair value hierarchy classification are included in Note 13 to our Condensed Consolidated Financial Statements. The potential effect of the Convertible Notes on diluted net loss (income) per common share is included in Note 15 to our Condensed Consolidated Financial Statements.
For both the three and nine month periods ended September 30, 2026, contractual coupon interest expense for the Convertible Notes was $1.2 million and amortization of debt issuance costs was $0.2 million. The effective interest rate on the Convertible Notes was approximately 5.1%. Contractual coupon interest expense and amortization of debt issuance costs for the Convertible Notes are included in Interest expense in our Condensed Consolidated Statements of Operations.
Cash Flows
Cash used in operating activities for the first nine months of 2026 totaled $65.8 million, compared to providing $69.1 million during the same period in 2025. Cash used in operations during the current year was the result of net loss adjusted for various non-cash activities, including depreciation, amortization, net gain on sale of property, plant and equipment, deferred taxes, stock-based compensation, and working capital. Changes in key working capital accounts for 2026 and 2025 are summarized below (in thousands):
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| Source (Use) of cash: | |||||||||||||||||
| Accounts receivable | $ | (78,147) | $ | (3,234) | $ | (74,913) | |||||||||||
| Inventories | (14,575) | 39,320 | (53,895) | ||||||||||||||
| Accounts payable and accrued liabilities | 99,109 | 128,216 | (29,107) | ||||||||||||||
| Net source of cash | $ | 6,387 | $ | 164,302 | $ | (157,915) | |||||||||||
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Accounts receivable increased $78.1 million in the first nine months of 2026 as compared to a $3.2 million increase in the prior year period. Days sales outstanding, a measure of working capital efficiency that measures the amount of time a receivable is outstanding, was 38 days and 35 days for the nine months ended September 30, 2026 and 2025, respectively. Inventory increased by $14.6 million during the first nine months of 2026, compared to a decrease of $39.3 million in the same 2025 period. Our inventory turns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per year, was approximately 6.5 times in the period ended September 30, 2026, an increase of 0.2 times from the same 2025 period. Accounts payable and accrued liabilities increased by $99.1 million during the first nine months of 2026 compared to an increase of $128.2 million for the same period in 2025. Days payable outstanding, a measure of working capital efficiency that measures the amount of time a payable is outstanding, was 48 days for the period ended September 30, 2026 compared to 45 days for the period ended September 30, 2025.
Investing activities provided $21.5 million during the first nine months of 2026, as compared to using $74.3 million during the same period in 2025. Investing activities for the first nine months of 2026 related to $39.7 million of proceeds from the sale of assets partially offset by cash payments for capital expenditures for property, plant, and equipment of $8.9 million, $0.2 million for revenue generating assets, and an additional $6.2 million for an investment in an unconsolidated entity. Investing activities for the first nine months of 2025 related to cash payments for capital expenditures for property, plant, and equipment of $20.2 million, $40.2 million for revenue generating assets, and an additional $12.4 million for an investment in an unconsolidated entity.
Financing activities provided $81.7 million during the first nine months of 2026 as compared to using $18.6 million during the same period in 2025. Net cash provided by financing activities during the current year period primarily relates to proceeds from the issuance of the Convertible Notes of $150.0 million. These proceeds were partially offset by net repayments under our Revolving Credit Agreement of $45 million, cash dividend payments of $10.0 million, and debt issuance costs paid of $11.2 million. Net cash used by financing activities during the first nine months of 2025 primarily related to net borrowings under our Revolving Credit Agreement of $25 million, which was offset by common stock repurchases and withholdings of $33.1 million and cash dividend payments to our shareholders of $10.5 million.
As of September 30, 2026, our liquidity position, defined as cash on hand and available borrowing capacity under our Revolving Credit Agreement, amounted to $277.0 million. This represents a decrease of $78.9 million, or 22%, compared to September 30, 2025, and an increase of $41.7 million, or 18%, compared to December 31, 2025. The decrease in liquidity as of September 30, 2026 compared to September 30, 2025 was primarily attributable to lower available capacity on the Revolving Credit Agreement and a lower cash balance as of September 30, 2026. The increase as of September 30, 2026 compared to December 31, 2025 was primarily attributable to a higher cash balance as of September 30, 2026. Total debt obligations amounted to $550.0 million as of September 30, 2026.
For the remainder of 2026, we expect to fund our working capital requirements and capital expenditures through cash on hand, net cash provided by operations, and available borrowing capacity under the Revolving Credit Agreement, as needed. We intend to maintain a disciplined approach to capital allocation, including investments necessary to maintain our assets and support the business, while preserving balance sheet strength and liquidity and responsibly returning capital to shareholders. We will continue to evaluate our spending and operating plans in response to changes in market demand and broader economic and industry conditions.
Capital Expenditures
Capital spending related to property, plant, and equipment amounted to approximately $8.9 million for the first nine months of 2026. In addition, there were $0.2 million in expenditures for revenue generating assets for the first nine months of 2026.
As we complete 2026 and enter 2027, we will continue to evaluate capital expenditures in light of market conditions, expected returns and strategic priorities. Our disciplined approach to capital allocation and actions to maintain liquidity and financial flexibility position us to respond to a market recovery and support our customers as demand improves.
Goodwill
We considered whether there were any indicators of impairment during the three and nine months ended September 30, 2026, and concluded there were none.
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Contractual Obligations and Commercial Commitments
A summary of payments of our contractual obligations and commercial commitments, both on and off balance sheet, as of September 30, 2026 are as follows (in thousands):
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||||||||||||||||||
| Debt: | ||||||||||||||||||||||||||||||||||||||||||||
| Revolving Credit Agreement (due 2031) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||||
| Senior Notes (due 2028) | — | — | 400,000 | — | — | — | 400,000 | |||||||||||||||||||||||||||||||||||||
| Convertible Notes (due 2032) | — | — | — | — | — | 150,000 | 150,000 | |||||||||||||||||||||||||||||||||||||
Interest payments on Revolving Credit Agreement, Senior Notes, and Convertible Notes(1) | 9,000 | 24,183 | 24,000 | 6,000 | 6,000 | 12,000 | 81,183 | |||||||||||||||||||||||||||||||||||||
| Total debt | 9,000 | 24,183 | 424,000 | 6,000 | 6,000 | 162,000 | 631,183 | |||||||||||||||||||||||||||||||||||||
| Other: | ||||||||||||||||||||||||||||||||||||||||||||
| Operating Leases | 2,924 | 9,777 | 8,182 | 6,415 | 4,434 | 1,962 | 33,694 | |||||||||||||||||||||||||||||||||||||
| Total other | 2,924 | 9,777 | 8,182 | 6,415 | 4,434 | 1,962 | 33,694 | |||||||||||||||||||||||||||||||||||||
| Other commercial commitments: | ||||||||||||||||||||||||||||||||||||||||||||
| Letters of Credit | 5,615 | — | — | — | — | — | 5,615 | |||||||||||||||||||||||||||||||||||||
| Raw Material Purchase Commitments | 44,212 | 11,601 | — | — | — | — | 55,813 | |||||||||||||||||||||||||||||||||||||
| Chassis Agreements and Programs | 21,733 | — | — | — | — | — | 21,733 | |||||||||||||||||||||||||||||||||||||
| Total other commercial commitments | 71,560 | 11,601 | — | — | — | — | 83,161 | |||||||||||||||||||||||||||||||||||||
| Total obligations | $ | 83,484 | $ | 45,561 | $ | 432,182 | $ | 12,415 | $ | 10,434 | $ | 163,962 | $ | 748,038 | ||||||||||||||||||||||||||||||
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(1) Future interest payments on variable rate long-term debt are estimated based on the rate in effect as of September 30, 2026, and only include interest payments (not unused line fees).
Borrowings under the Revolving Credit Agreement bear interest at a variable rate based on the Secured Overnight Financing Rate (“SOFR”) or a base rate determined by the lender’s prime rate plus an applicable margin, as defined in the agreement. Any outstanding borrowings under the Revolving Credit Agreement will bear interest at an annual rate, at our election, equal to (i) term SOFR plus a margin ranging from 1.50% to 2.00% or (ii) a base rate plus a margin ranging from 0.50% to 1.00%, in each case depending upon the monthly average excess availability under the revolving credit facility. In addition, we are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses of our agent and lenders. During the nine month period ended September 30, 2026, we had payments of principal totaling $246.9 million and borrowings of principal totaling $201.9 million under the Revolving Credit Agreement. As of September 30, 2026, there were no outstanding borrowings under the Revolving Credit Agreement.
The Senior Notes bear interest at the rate of 4.5% per annum from the date of issuance, payable semi-annually in arrears on April 15 and October 15.
The Convertible Notes bear interest at the rate of 4.0% per annum from the date of issuance, payable semi-annually in arrears on February 1 and August 1, beginning February 1, 2027.
Operating leases represent the total future minimum lease payments that have commenced. As of September 30, 2026, obligations related to operating leases that we have executed but have not yet commenced were insignificant.
We have standby letters of credit totaling $5.6 million issued in connection with workers compensation claims and surety bonds.
We have $55.8 million in purchase commitments through March 2027 for various raw material commodities, including aluminum and nickel as well as other raw material components which are within normal production requirements.
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We obtain vehicle chassis for our specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and in some cases, for unallocated orders. The agreements generally state that the manufacturer will provide a supply of chassis to be maintained at our facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of the agreement. In addition, the manufacturer typically retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to us nor permit us to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although we are party to related finance agreements with manufacturers, we have not historically settled, nor expect to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of September 30, 2026 our outstanding chassis converter pool with the manufacturer totaled $21.7 million and we have included this financing agreement on our Condensed Consolidated Balance Sheets within Other accrued liabilities. Under this agreement, if the chassis is not delivered to a customer within a specified time frame, we are required to pay a finance or storage charge on the chassis. Additionally, we receive finance support funds from manufacturers when the chassis are assigned into our chassis pool. Typically, chassis are converted and delivered to customers within 90 days of our receipt of the chassis.
Backlog
Orders that have been confirmed by customers in writing and have defined delivery timeframes are included in our backlog. Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications, terms, or cancellation. The following table presents backlog information as of September 30, 2026, December 31, 2025, and September 30, 2025 (in millions):
| September 30, 2026 | December 31, 2025 | Change | September 30, 2026 | September 30, 2025 | Change | ||||||||||||||||||||||||||||||
| 12 month backlog | $ | 1,114 | $ | 576 | 93% | $ | 1,114 | $ | 658 | 69% | |||||||||||||||||||||||||
| Total backlog | $ | 1,198 | $ | 705 | 70% | $ | 1,198 | $ | 829 | 45% | |||||||||||||||||||||||||
The increases in rolling 12-month backlog and total backlog from December 31, 2025 were primarily attributable to new orders received during the first nine months of 2026 exceeding shipments. The increases from September 30, 2025 reflected stronger dry van order activity and our decision to open the 2027 dry van order cycle earlier than the traditional order period, providing fleet customers with greater planning certainty.
We believe our long-term agreements with certain strategic customers provide a meaningful base of future backlog. Refer to the “Outlook” section below for additional information regarding industry and market conditions.
Outlook
The trailer industry generally follows the transportation industry’s cycles. According to ACT Research Company (“ACT”), total United States trailer production in 2025 was approximately 190,000 trailers, a 19% decrease from 2024. Industry uncertainty remains due to overall economic conditions and uneven demand across certain product categories, which is reflected in current market forecasts. ACT and FTR Associations (“FTR”) currently estimate 2026 United States trailer production of approximately 196,000 and 202,000, respectively, representing increases of 3% and 5%, respectively, compared with 2025.
ACT forecasts annual new trailer production of approximately 255,000, 311,000, 311,000, 299,000, and 316,000 for 2027, 2028, 2029, 2030, and 2031, respectively. FTR forecasts annual new trailer production of approximately 235,000, 278,000, 298,000, and 301,000 for 2027, 2028, 2029, and 2030, respectively. Recent dry van order activity has strengthened as 2027 orderboards have opened, supported by improving freight market fundamentals and accumulated replacement needs. However, demand remains uneven across product categories, and uncertainty remains regarding the timing and sustainability of a broader market recovery. Recent order activity may also reflect customers placing orders ahead of potential tariff-related price increases.
These forecasts indicate a recovery from reduced production volumes in recent years and are generally consistent with historical trailer industry production levels. However, economic uncertainty and uneven demand across certain product categories could affect these forecasts. ACT and FTR have revised their forecasts in response to evolving market conditions, and actual production may differ materially from current estimates. We believe our strategic plan and actions taken over the last several years have positioned us to adapt to changing industry and demand conditions through our liquidity position, available borrowing capacity under the Revolving Credit Agreement, diversified portfolio, and ongoing cost-management and operational initiatives.
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Other potential risks for the remainder of 2026 primarily relate to our ability to effectively manage our manufacturing operations, overall economic conditions, and evolving trade policies. These policies include enacted and proposed tariffs and antidumping and countervailing duty proceedings affecting certain imported trailers and subassemblies, which may affect material costs, supply chains, competitive conditions and customer purchasing decisions. The cost and availability of raw materials, commodities, and components also remain potential risks. Significant increases in the cost of certain commodities, raw materials or components, including increases resulting from enacted or proposed tariffs, have had, and may continue to have, an adverse effect on our results of operations.
We will endeavor to pass raw material and component price increases to our customers while continuing our cost-management and hedging activities to reduce the effect of material-cost changes on our operating results. We also rely on a limited number of suppliers for certain key components and raw materials, including tires, landing gear, axles, suspensions, aluminum extrusions, chassis and specialty steel coil. Although we have taken actions to mitigate certain of these risks, including entering into previously announced supply agreements designed to support current and expected demand levels, shortages of raw materials or components could adversely affect our ability to meet customer demand. Despite these risks, we believe we are positioned to capitalize on demand as industry conditions normalize.
For the remainder of 2026, we will continue to adjust to changes in the current environment, preserve liquidity and maintain financial flexibility, prioritize employee safety, and support the financial well-being of the Company. We believe we remain positioned for near-term and long-term success in the transportation, logistics and distribution industries because: (1) our core customers are among the major participants in these industries; (2) our technology and innovation provide value-added solutions that reduce operating costs, improve revenue opportunities and address unique transportation needs; (3) our Wabash Management System (“WMS”) principles, processes and enterprise-wide lean efforts focus our organization on interconnected processes critical to our success; (4) we have significant brand recognition, an established presence throughout North America and an extensive dealer network through which we market and sell our products; and (5) our One Wabash approach is designed to create a consistent, superior experience for customers seeking connected solutions in the transportation, logistics and distribution markets. By continuing to be an innovation leader in these industries, we expect to leverage our existing assets and capabilities to pursue higher-margin products and markets and deliver connected, value-added customer solutions.
Critical Accounting Policies and Estimates
We have included a summary of our Critical Accounting Policies and Estimates in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the summary provided in that report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In addition to the risks inherent in our operations, we have exposure to financial and market risk resulting from volatility in commodity prices, interest rates and foreign exchange rates. The following discussion provides additional detail regarding our exposure to these risks.
Commodity Prices
We are exposed to fluctuation in commodity prices through the purchase of various raw materials that are processed from commodities such as aluminum, steel, lumber, nickel, copper, and polyethylene. Given the historical volatility of certain commodity prices, this exposure can significantly impact product costs. We manage some of our commodity price changes by entering into fixed price contracts with our suppliers and through financial derivatives. To the extent that we are unable to offset the increased commodity costs in our product prices, our results would be materially and adversely affected. As of September 30, 2026, we had $55.8 million in raw material purchase commitments through March 2027 for materials that will be used in the production process, as compared to $21.5 million as of December 31, 2025. We typically do not set prices for our products more than 45-90 days in advance of our commodity purchases and can, subject to competitive market conditions, take into account the cost of the commodity in setting our prices for each order. As of September 30, 2026, a hypothetical ten percent change in commodity prices based on our raw material purchase commitments through March 2027 would result in a corresponding change in cost of goods sold of approximately $5.6 million. This sensitivity analysis does not account for the change in the competitive environment indirectly related to the change in commodity prices and the potential managerial action taken in response to these changes.
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Interest Rates
As of September 30, 2026, we had no floating rate debt outstanding under our Revolving Credit Agreement. The only other outstanding debt on our Condensed Consolidated Balance Sheets as of September 30, 2026 were the Senior Notes and Convertible Notes, which carry fixed interest rates of 4.50% and 4.00%, respectively. Based on the current borrowings under our Revolving Credit Agreement, a hypothetical 100 basis-point change in the floating interest rate would result in no corresponding change in the interest expense over a one-year period. This sensitivity analysis does not account for the change in the competitive environment indirectly related to the change in interest rates and the potential managerial action taken in response to these changes.
Foreign Exchange Rates
We are subject to fluctuations in the Mexican peso exchange rates that impact transactions with our foreign subsidiaries, as well as U.S. denominated transactions between these foreign subsidiaries and unrelated parties. A ten percent change in the Mexican peso exchange rates would have an immaterial impact on results of operations. We do not hold or issue derivative financial instruments for speculative purposes.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of September 30, 2026.
Changes in Internal Controls over Financial Reporting
There were no changes in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the third quarter of fiscal year 2026 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
See Item 3 of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025. See also Note 14 to the Condensed Consolidated Financial Statements, “Commitments and Contingencies”, to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.
Item 1A. Risk Factors
You should carefully consider the risks described below in this Quarterly Report on Form 10-Q and other information contained in this Quarterly Report before investing in our securities. Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows, and results of operations.
Risks Related to Our Business, Strategy and Operations
The cyclical nature of our business and the impact of economic conditions on markets, customers and demand for our products may have a material adverse effect on our business, financial condition, cash flows and results of operations.
The truck trailer manufacturing industry historically has been, and is expected to be, cyclical and is affected by overall economic conditions, including variability driven by supply chain inconsistency. Poor economic conditions can adversely affect demand for new trailers and the steps we have taken to diversify our product offerings through the implementation of our strategic plan do not insulate us from cyclicality or changes in demand. Demand for our products is sensitive to changes in economic conditions, including changes related to unemployment, consumer confidence and income, new housing starts, industrial production, inflationary pressures, government regulations such as federal hours-of-service rules, truck safety, limitations on vehicle weight, size, and configuration, and federal emissions standards.
We also continue to be reliant on the credit, housing, energy and construction-related markets in the U.S. The same general economic concerns faced by us are also faced by our customers. We believe that some of our customers are highly leveraged and have limited access to capital, and their continued existence may be reliant on liquidity from global credit markets and other sources of external financing. Lack of liquidity by our customers could impact our ability to collect amounts owed to us.
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An economic downturn and the status of economic conditions periodically has, and could have in the future, an adverse effect on the ability of customers to meet their contractual terms or payment obligations, truck freight, sales volumes and the demand for, and the pricing of, our products, and could have a material adverse effect on our profitability, ability to meet our payment and other obligations under our outstanding debt agreements, business, financial condition, cash flows and results of operations. In addition, anti-dumping actions we may pursue to counter government subsidies to, and dumping by, foreign competitors that could impact our trailer production and pricing may prove to be ineffective. Our ability to sustain or increase profitability in the future also depends on factors including our overall trailer volumes, gross margins, momentum on our product diversification efforts, collection of amounts owed from customers and management of expenses.
Unfairly traded imports of van-type trailers and subassemblies and the ineffective implementation or enforcement of available trade remedies could have a material adverse effect on our business, financial condition, cash flows and results of operations.
In November 2025, the American Trailer Manufacturers Coalition, a coalition of U.S. van trailer producers that includes Wabash, filed petitions with the U.S. Department of Commerce (“Commerce”) and the U.S. International Trade Commission (“ITC”) concerning imports of certain van-type trailers and subassemblies from China, Canada and Mexico that were allegedly being sold in the United States at less than fair value or subsidized by foreign governments. Imports subject to these proceedings have adversely affected, and may continue to adversely affect, the U.S. trailer industry, including domestic production, shipments, financial performance and employment.
In February 2026, the ITC preliminarily determined that there was a reasonable indication that the U.S. industry was materially injured by reason of the subject imports from China, Canada and Mexico.
With respect to China, in August 2026, Commerce made final affirmative antidumping and countervailing duty determinations concerning imports of van-type trailers and subassemblies. On September 25, 2026, the ITC made final affirmative determinations that the U.S. industry was materially injured by reason of such imports from China. As a result of these affirmative determinations, Commerce has issued antidumping and countervailing duty orders covering the subject imports from China.
The investigations concerning imports from Canada and Mexico remain pending. Final Commerce determinations concerning Canada and Mexico are expected in December 2026, with final ITC determinations and any resulting orders expected in early 2027.
The failure or inability of U.S. trade officials to implement or effectively enforce antidumping and countervailing duty orders, or the modification, revocation, circumvention or avoidance of such orders, could permit unfairly traded imports to continue entering the United States and could have a material adverse effect on our business, financial condition, cash flows and results of operations.
A change in our customer relationships or in the financial condition of our customers could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We have longstanding relationships with a number of large customers. We do not have long-term agreements with all of these customers. Our success is dependent, to a significant extent, upon the continued strength of these relationships and the growth of our core customers. We often are unable to predict the level of demand for our products from these customers, or the timing of their orders. In addition, the same economic conditions that adversely affect us also often adversely affect our customers. Furthermore, we are subject to a concentration of risk as our five largest customers together accounted for approximately 35% of our aggregate net sales in 2025. No individual customer accounted for more than 10% of our aggregate net sales in 2025 and international sales accounted for less than 10% in 2025. The loss of or change to the relationship with a significant customer, post-sale disputes or unexpected changes or delays in product purchases could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our backlog may not be indicative of the level of our future revenues.
Our backlog represents future production for which we have written orders from our customers that have defined delivery timeframes. Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications and terms, or cancellation. Our reported backlog may not be converted to revenue in any particular period and actual revenue from such orders may not equal our backlog. It is also possible that our methodology for determining backlog may not be comparable to that of our competitors. Therefore, our backlog may not be fully indicative of the level of our future revenues.
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We rely significantly on information technology to support our operations and if we are unable to protect against service interruptions or security breaches, it could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We depend on a number of information technologies, some of which are managed by third parties, to integrate departments and functions, enhance the ability to service customers, improve our control environment, and manage our cost reduction initiatives. We also collect and store certain sensitive data in data centers owned by third parties and on information technology networks. The secure maintenance and operation of these data centers and information technology networks is critical for our business operations and strategy. We have put in place a number of systems, processes, and practices designed to protect against the failure of our technologies, as well as the misappropriation, exposure or corruption of the information stored thereon. Maintaining and enhancing these cybersecurity systems, processes and practices may increase our costs. Service disruptions or intentional actions such as intellectual property theft, cyber-attacks, unauthorized access, or malicious software, may lead to such misappropriation, exposure or corruption if our protective measures prove to be inadequate. Any issues involving these critical business applications and infrastructure may adversely impact our ability to manage operations and the customers we serve. Increasing use of artificial intelligence may increase these risks. We could also encounter violations of applicable law or reputational damage from the disclosure of confidential business, supplier, customer, or employee information or the failure to protect privacy rights in personal identifying information. In addition, the disclosure of non-public information could lead to the loss of our intellectual property and diminished competitive advantages. Should any of the foregoing events occur, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future, any of which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We may use artificial intelligence in our business and challenges in managing its use could result in reputational harm or liability, and could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We may leverage artificial intelligence, including generative artificial intelligence and machine learning, in our business, including in product development, operations and software programming. Our competitors or other third parties may incorporate artificial intelligence into their businesses more quickly or more successfully than us, which could result in reputational harm and could have a material adverse effect on our business, financial condition, cash flows and results of operations.
In addition, there are significant risks involved in developing and deploying artificial intelligence and there can be no assurance that use of artificial intelligence will be beneficial to our business, including our efficiency or profitability. The rapid evolution of artificial intelligence, including the regulation of artificial intelligence by government or other regulatory agencies, will require significant resources to develop, test and maintain our platforms, offerings, services, and features to implement artificial intelligence ethically and minimize any unintended harmful impacts.
Inflation could materially and adversely affect our business, financial condition, cash flows and results of operations.
Inflation rates in the markets in which we operate have seen increases in recent years and may continue to rise. Inflation and elevated price levels have led us to experience higher costs of labor, materials and transportation. Our suppliers have raised their prices and may continue to raise prices, and in the competitive markets in which we operate, we may not be able to make corresponding price increases to preserve our gross margins and profitability. Deteriorating economic and political conditions and uncertainty, such as increased unemployment, changes in capital spending, declines in consumer confidence, or economic slowdowns or recessions, could cause a decrease in demand for our products. If inflation rates continue to rise or remain elevated for a sustained period of time, they could materially and adversely affect our business, financial condition, cash flows, and results of operations.
We have a limited number of suppliers of raw materials and components; supply chain disruptions, increases in the price of raw materials and components or the inability to obtain raw materials and components could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We currently rely on a limited number of suppliers for raw materials and key components in the manufacturing of our products, such as tires, landing gear, axles, suspensions, specialty steel coil, stainless steel, plastic, aluminum and lumber. There have been, and may continue to be, shortages of supplies of raw materials or components (including foam insulation, suspension components and wiring), or our suppliers may place us on allocation, which has and would continue to have an adverse impact on our ability to meet product demand.
Global supply chain disruptions, shortages and allocations of raw materials and components resulted and may in the future result in an increased backlog of orders, inefficient operations and inventory build-up, all of which can negatively affect our working capital position, increase costs that are passed on to customers and delay our ability to fulfill customer orders. Such disruptions have been compounded with logistical factors that include reduced freight, railway, trucking and air capacity and delays, shortages of shipping containers and chassis, trade conflicts and labor availability constraints. Our supply chain may also continue to be impacted by damaging weather or acts of nature (including acts of nature caused by climate change), capacity constraints, effects of economic downturn, cybersecurity threats, geopolitical uncertainties and other related interferences.
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Supply chain disruptions and the loss of any of our suppliers or their inability to meet our price, quality, quantity and delivery requirements could have a material adverse effect on our business, financial condition, cash flows and results of operations. In addition, price volatility and changes in the availability of commodities we purchase, which have fluctuated significantly in the past, impact the pricing of raw materials and production costs and could have negative impacts on our operating margins.
The inability to attract and retain key personnel or a sufficient workforce could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our ability to operate our business and implement our strategies depends, in part, on the efforts of our executive officers and other key associates. Tight labor markets may negatively impact our ability to retain a sufficient workforce of qualified personnel. Labor shortages, increased competition in the hiring market, high employee turnover rates and resulting impacts of increased recruitment costs, wages, training and related inefficiencies, may disrupt our ability to meet consumer demands and expectations. Our future success depends, in large part, on our ability to attract and retain qualified personnel, including manufacturing personnel, sales professionals and engineers. The unexpected loss of services of any of our key personnel or the failure to attract or retain other qualified personnel, including personnel with engineering and technical expertise in the industry, could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We may not be able to execute on our long-term strategic plan and growth initiatives, or meet our long-term financial goals, and this may have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our long-term strategic plan is intended to generate long-term value for our shareholders while delivering profitable growth throughout our business segments. The long-term financial goals that we expect to achieve as a result of our long-term strategic plan and organic growth initiatives are based on certain assumptions, which may be incorrect. Organically, our focus is on profitably growing and diversifying our operations by leveraging our existing assets, capabilities, and technology into higher margin products and markets and thereby providing value-added customer solutions, including continuing to expand and develop our parts & services operating segment. We cannot provide any assurance that we will fully execute on our strategic plan or growth initiatives, which are subject to a variety of risks including our ability to: diversify the product offerings of our non-trailer businesses, including continuing to expand and develop our parts & services offerings; leverage acquired businesses and assets to grow sales with our existing products; design, develop, and commercialize new products to meet our customers’ needs; increase the pricing of our products and services to offset cost increases and expand gross margins; scale our manufacturing capacity and resources to efficiently meet customer demand; and execute potential future acquisitions, mergers, joint ventures, and other business development opportunities. If we are unable to successfully execute on our strategic plan, we may experience increased competition, material adverse financial consequences and decreases in the value of our common stock. Additionally, our management’s attention to the strategic plan’s implementation, which includes our diversification efforts, may distract them from implementing our core business which may also have material adverse financial consequences.
Volatility in the supply of vehicle chassis and other vehicle components could have a material adverse effect on our truck body product line.
With the exception of some specialty vehicle products, we generally do not purchase vehicle chassis for our inventory and accept shipments of vehicle chassis owned by dealers or end-users for the purpose of installing and/or manufacturing our specialized truck bodies on such chassis. Historically, General Motors Company (“GM”), Freightliner Custom Chassis (“Freightliner”), International Truck (“International”), and Ford Motor Company (“Ford”) have been the primary chassis suppliers. If a major supplier is disrupted, we would attempt to use another major supplier, but there can be no assurance that this attempt would be successful. Nevertheless, if chassis supply is disrupted, there could be unforeseen consequences that may have a material adverse effect on our truck body operations.
We also face risks relative to finance and storage charges for maintaining an excess chassis supply from GM, Freightliner, International, and Ford. Under the converter chassis pool agreements, if a chassis is not delivered to a customer within a specified time frame, we must pay finance or storage charges on such chassis.
Significant competition in the industries in which we operate may result in our competitors offering new or better products and services or lower prices, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
The industries in which we participate are highly competitive. We compete with other manufacturers of varying sizes, some of which have substantial financial resources, may be violating anti-dumping laws, or may be benefitting from subsidization in their home countries. Manufacturers compete primarily on product quality, customer relationships, service availability and price. Additionally, we face increasing competition to develop innovative products that result in lower emissions. Manufacturing over-capacity and some of our competitors’ high leverage, along with bankruptcies, economic downturn and financial stresses that affected the industry, have in the past contributed, and may in the future contribute to significant pricing pressures.
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If we are unable to successfully compete with other manufacturers, we could lose customers and our revenues may decline. In addition, competitive pressures in the industry may affect the market prices of our new and used equipment, which, in turn, may have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our truck body product lines compete in the highly competitive specialized vehicle industry which may impact our financial results.
The competitive nature of the specialized vehicle industry creates a number of challenges for our truck body products. Important factors include product pricing, product quality, lead times, geographic proximity to customers, and product customization abilities. Specialized vehicles are produced by a number of smaller, regional companies which create product pricing pressures that could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our technology and products may not achieve market acceptance or competing products could gain market share, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our customers primarily operate in the truck transportation industry, which is a very fluid industry requiring companies to make frequent changes to maximize their operations and profits. While we target product development to expand our offerings and meet customer needs, there is no assurance that our product development efforts will be embraced or that we will meet our strategic goals, including sales projections. We may incur additional product development costs, including expenses related to engineering or design issues or recall.
A number of our competitors followed our leadership in the development and use of composite sidewalls that brought them into direct competition with our DuraPlate® products. Our product development is focused on maintaining our leadership for these products and others, but competitive pressures may erode our market share or margins and intellectual property rights may not prevent competitors from developing products similar to ours. We hold U.S. and foreign utility and design patents and patent applications on various components and techniques utilized in our manufacturing of transportation equipment and products with expiration dates ranging from 2025 to 2045. We continue to take steps to protect our proprietary rights in our products and production processes. However, the steps we have taken may not be sufficient or may not be enforced by a court of law. If we are unable to protect our intellectual properties, other parties may attempt to copy or otherwise obtain or use our products or technology. If competitors are able to use our technology, our ability to effectively compete could be harmed and this could have a material adverse effect on our business, financial condition, cash flows and results of operations. In addition, litigation related to intellectual property could result in substantial costs and efforts which may not result in a successful outcome.
Disruption of our manufacturing operations could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We manufacture our van trailer products at two facilities in Lafayette, Indiana, a flatbed trailer facility in Cadiz, Kentucky, a hardwood floor facility in Harrison, Arkansas, three liquid-transportation systems facilities in New Lisbon, Wisconsin; Fond du Lac, Wisconsin; and Queretaro, Mexico, two engineered products facilities in New Lisbon, Wisconsin; and Elroy, Wisconsin, four truck body facilities in Cleburne, Texas; Griffin, Georgia; Jonestown, Pennsylvania; and Moreno Valley, California and produce composite products in Lafayette, Indiana. Our production at these facilities could be subject to disruptions which may include work stoppages, severe weather, natural disaster, public health crises, including the spread of a contagious disease, pandemics or epidemics, quarantines or shutdowns related to public health crises, threats to physical security or information security systems or other catastrophic events beyond our control. The effects of climate change, including increased severity and frequency of extreme weather events, natural disasters, long term changes in temperature levels and water availability, may exacerbate these risks, and could increase the costs of insuring company assets. We may also reconfigure or relocate aspects of our operations. An unexpected or costly disruption in our production at any of these facilities for any length of time could have a material adverse effect on our business, financial condition, cash flows and results of operations. Similarly, if one or more of our customers experiences an unexpected disruption, that customer may reduce or halt purchases of our products, which could result in reduced production or other cost-reduction initiatives at our related manufacturing facilities.
We also completed a previously announced and initiated a plan to idle facilities in Little Falls, Minnesota and in Goshen, Indiana, which included job reductions and closures. Unforeseen factors could result in expected savings and benefits to be delayed or not realized to the full extent planned (if at all), and our business, financial condition, cash flows and results of operations may be adversely affected.
Our failure to effectively manage, safeguard, design, manufacture, service, repair, and maintain our leased (or subleased) trailers could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our Trailers as a Service (TaaS)SM initiative includes leased and subleased trailers. These trailers and our current and future TaaS initiative trailers have long economic lives and managing our evolving trailer fleet is a critical element to our leasing business.
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We face significant risks and challenges to our business and prospects as a recent entrant into the leasing and subleasing industry, including, among other things, our ability to design and build long-lived products that are aligned with freight leasing customer needs and changes in legislation and regulations in the various markets in which we operate, and cost-effectively maintain and repair our fleet to maximize our products’ economic life and the proceeds we receive from product sales. As the needs of our freight leasing customers and the scope of our customers change, we may incur costs to relocate or retrofit our assets to better meet demand shifts. If the distribution of our assets is not aligned with regional demand or there is excess leased equipment in the fleet industry, we may not be able to take advantage of sales and leasing opportunities in certain regions, despite excess inventory in other regions.
If we do not appropriately manage our product fleet’s design, manufacture, repair and maintenance, or if we are unexpectedly unable to complete such repair or maintenance or suffer unexpected equipment losses due to theft or obsolescence, we may be required to incur impairment charges for equipment that is beyond economic repair or incur significant capital expenditures to build new equipment to serve demand. These failures may also result in personal injury or property damage claims and termination of leases or contracts by customers. Costs of contract performance, potential litigation and profits lost from termination could materially adversely affect our future operating results and cash flows. If a significant number of leased units are returned in a short period of time, a large supply of units would need to be remarketed. If we are not able to successfully manage our lease assets or remarket a large influx of units returning from leases, our business, financial condition, cash flows and results of operations may be materially adversely affected.
Our arrangement to wholly own Linq Venture Holdings LLC is subject to risks and we may fail to realize all of the expected enhanced revenue, earnings and cash flows.
As of January 1, 2026, we own 100% of Linq Venture Holdings LLC, which we previously owned, in part, as a joint venture. Our ability to realize all of the expected enhanced revenue, earnings, and cash flows from our sole ownership of Linq Venture Holdings LLC, will depend, in substantial part, on our ability to continue to successfully develop, operate, and scale a digital marketplace for the transportation and logistics distribution industry.
If we are not able to successfully complete our digital marketplace strategy, the anticipated enhanced revenue, earnings and cash flows resulting from this subsidiary may not be realized fully or may take longer to realize than expected.
We may fail to realize all of the expected enhanced revenue, earnings and cash flow from our agreement to create Wabash Parts LLC, a jointly owned legal entity.
Our ability to realize all of the expected enhanced revenue, earnings, and cash flow from our 2022 agreement with a partner to create Wabash Parts LLC, a jointly owned legal entity, will depend, in substantial part, on each party’s ability to successfully operate a parts and services distribution platform and achieve our projected distribution goals. While we believe we will ultimately achieve these objectives, it is possible that we will be unable to achieve all of the goals within our anticipated time frame or in the anticipated amounts. If we are not able to successfully complete our parts and services distribution strategy, the anticipated enhanced revenue, earnings and cash flows resulting from this joint venture may not be realized fully or may take longer to realize than expected.
As part of the joint venture, we have the obligation to absorb the benefits and losses of Wabash Parts LLC that could potentially be significant to the entity. We are also required to provide funding to the entity if needed. These potential losses and funding requirements could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We are subject to extensive governmental laws and regulations, and our costs related to compliance with, or our failure to comply with, existing or future laws and regulations could have a material adverse effect on our business, financial condition, cash flows and results of operations.
The length, height, width, maximum weight capacity and other specifications of truck and tank trailers are regulated by individual states. The federal government also regulates certain trailer safety features, such as lamps, reflective devices, tires, air-brake systems and rear-impact guards. In addition, most tank trailers we manufacture have specific federal regulations and restrictions that dictate tank design, material type and thickness. Our products are also subject to various state and federal environmental laws and regulations specifically including those related to greenhouse gas emissions and including regulations with respect to per-and polyfluoroalkyl substances (PFAS) and other hazardous or toxic substances. Changes or anticipation of changes in these regulations can have a material impact on our financial results, as our customers may defer purchasing decisions and we may have to re-engineer products. We are subject to various environmental laws and regulations dealing with the transportation, storage, presence, use, disposal and handling of hazardous materials, storm water discharge and underground fuel storage tanks, and we may be subject to liability associated with operations of prior owners of acquired property. In addition, we are subject to laws and regulations relating to our employees and labor-related practices.
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If we are found to be in violation of applicable laws or regulations in the future, it could have a material adverse effect on our business, financial condition, cash flows and results of operations. Our costs of complying with these or any other current or future regulations may be material. Such regulations include technical safety standards that could delay product development or require manufacturer recall campaigns to remedy certain defects. In addition, if we fail to comply with existing or future laws and regulations, we may be subject to governmental or judicial fines or sanctions.
Changes to U.S. or foreign tax laws could affect our effective tax rate and our future profitability.
Tax rates in various jurisdictions may be subject to significant change. Changes in tax legislation could significantly impact our overall profitability, the provisions for income taxes, the amount of taxes payable, and our deferred tax asset and liability balances.
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse effect on our business, financial condition, cash flows and results of operations.
The U.S. government previously announced, and in some cases implemented, an approach to trade policy that includes renegotiating or potentially terminating certain trade agreements, as well as implementing, increasing or reinstating tariffs on foreign goods and raw materials such as steel and aluminum. These tariffs and potential tariffs have resulted, and may further result, in increased prices for certain imported goods and raw materials and retaliatory tariffs and trade measures from other countries. While we source most of our materials and components domestically, tariffs and potential tariffs have caused, and may continue to cause, price increases and volatility for domestically sourced goods and materials required for our products, particularly aluminum and steel. When the costs of our components and raw materials increase, we may not be able to hedge or pass on these costs to our customers, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Product liability and other legal claims could have a material adverse effect on our business, financial condition, cash flows and results of operations.
As a manufacturer of products widely used in commerce, we are subject to product liability claims and litigation, as well as warranty claims. From time-to-time claims may involve material amounts and novel legal theories, and any insurance we carry may not provide adequate coverage to insulate us from material liabilities for these claims, or we may not be able to maintain this insurance on our preferred terms or at an acceptable cost. Additionally, we have been, and may in the future be, party to safety-related litigation that has and could in the future materially and adversely affect our financial condition, results of operations and cash flows. Our strategy has been, and continues to be, to mount a vigorous defense against such claims. We cannot predict with certainty the extent to which we will be successful in litigating or otherwise resolving these claims in the future, and we continue to evaluate different strategies related to the safety-related claims filed against us. Even if lawsuits are decided in our favor, or are unfounded, we may incur material expenses and reputational damage. Such matters may also require significant management attention. Unfavorable rulings, judgments or settlement terms or any increases in product recalls or warranty claims could have a material adverse impact on our business and financial condition, results of operations and cash flows.
In addition to product liability claims, we are subject to legal proceedings and claims that arise in the ordinary course of business, such as workers’ compensation claims, OSHA investigations, employment disputes and customer and supplier disputes arising out of the conduct of our business. Litigation may result in substantial costs and may divert management’s attention and resources from the operation of our business, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Climate change and related public focus from regulators and various stakeholders could have a material adverse effect on our business, financial condition, cash flows and results of operations.
There is scientific consensus and increased public concern that greenhouse gas emissions are linked to global climate changes. Climate changes, such as extreme weather conditions, including floods or hurricanes, decreased water availability or quality, sea level changes, extreme fires and overall temperature shifts, may have physical impacts on our facilities and operations, as well as those of our suppliers and customers. Such impacts are geographically specific, highly uncertain and may result in diminished availability of materials, indirect financial risks passed through our supply chain, decreased demand for our products and adverse impacts on our financial performance and operations.
These considerations may also result in additional and increasingly stringent international, national, regional or local legislative or regulatory responses to mitigate greenhouse gas emissions and require emissions reporting. Timing and scope of any regulations are uncertain, and regulation could result in additional or increased compliance, energy, transportation and materials costs and other additional expenses to improve the efficiency of our products, facilities and operations. We could also face increased costs related to defending and resolving legal claims and other litigation related to climate change regulations and the alleged impact of our operations on climate change.
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Relatedly, the expectations of our customers, stockholders and employees have heightened in areas such as the environment, social matters and corporate governance. Increased public focus requires us to provide information on our approach to these issues, including certain climate-related matters such as mitigating greenhouse gas emissions, and continuously monitor related reporting standards. A failure to adequately meet stakeholder expectations or to comply with climate change-related regulations may result in a loss of business, diminished ability to successfully market our products to new and existing customers, decreased product demand, diluted market valuation or an inability to attract and retain key personnel.
An impairment in the carrying value of goodwill and other long-lived intangible assets could negatively affect our operating results.
We have a substantial amount of goodwill and purchased intangible assets on our balance sheet as a result of acquisitions. The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of other long-lived intangible assets represents the fair value of trademarks and trade names (until the non-cash impairment charge discussed throughout this Annual Report on Form 10-K), customer relationships and technology as of the acquisition date, net of accumulated amortization. Under generally accepted accounting principles, goodwill must be reviewed for impairment at least annually, or more frequently if potential interim indicators exist that could result in impairment, and other long-lived intangible assets require review for impairment only when indicators exist. If any business conditions or other factors cause profitability or cash flows to significantly decline, we may be required to record an additional non-cash impairment charge, which could adversely affect our operating results. Events and conditions that could result in impairment include prolonged global economic weakness, a decline in economic conditions or a slow, weak economic recovery, sustained declines in our common stock price, adverse changes in the regulatory environment, adverse changes in our products’ market share, adverse changes in interest rates, or other factors leading to reductions in our expected long-term sales or profitability.
There is no assurance that we will have the ability to continue a regular quarterly dividend.
Our ability to pay dividends, and our Board of Directors’ determination to maintain our current dividend policy, will depend on numerous factors, including:
▪The state of our business, competition, and changes in our industry;
▪Changes in the factors, assumptions, and other considerations made by our Board of Directors in reviewing and revising our dividend policy;
▪Our future results of operations, financial condition, liquidity needs, and capital resources; and
▪Our various expected cash needs, including cash interest and principal payments on our indebtedness, capital expenditures, the purchase price of acquisitions, and taxes.
Each of the factors listed above could negatively affect our ability to pay dividends in accordance with our dividend policy or at all. In addition, the Board may elect to suspend or alter the current dividend policy at any time.
Our ability to fund our working capital needs and capital expenditures, and our ability to pay dividends on our common stock, is limited by the net cash provided by operations, cash on hand and available borrowings under our Revolving Credit Agreement. Declines in net cash provided by operations, increases in working capital requirements necessitated by an increased demand for our products and services, decreases in the availability under the Revolving Credit Agreement or changes in the credit our suppliers provide to us, could rapidly exhaust our liquidity.
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to fund our day-to-day operations or to pay the principal, premium, if any, and interest on our indebtedness.
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If our cash flows and capital resources are insufficient to fund our debt service obligations, and other cash requirements, we could face substantial liquidity problems and be forced to reduce or delay capital expenditures or to sell assets or operations, seek additional capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet our scheduled debt service obligations. Rising interest rates, along with actions by credit ratings agencies, such as downgrades or negative changes to our ratings outlook, may also reduce our ability to access the capital markets and/or increase our cost of capital either of which could have material adverse effects on our financial condition and cash flows. The indenture governing the Senior Notes and the Revolving Credit Agreement restrict (a) our ability to dispose of assets and use the proceeds from any such dispositions and (b) the Company’s and our subsidiaries’ ability to raise debt or certain equity capital to repay our indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain sufficient proceeds to meet any debt service obligations then due.
Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our indebtedness.
If we cannot make scheduled payments on our debt, it will be in default and, as a result, holders of our outstanding debt could declare all outstanding principal and interest to be due and payable, the lenders under the Revolving Credit Agreement could terminate their commitments to loan money, our secured lenders could foreclose against the assets securing such borrowings and we could be forced into bankruptcy or liquidation.
Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations thereunder.
As of September 30, 2026, we had approximately $550.0 million of total indebtedness, and approximately $212.0 million of additional borrowings were available and undrawn under the Revolving Credit Agreement. We also have other contractual obligations and currently pay a regular quarterly dividend of $0.08 per share, or approximately $3.3 million in the aggregate per quarter.
Our debt level could have significant consequences on future operations and financial position. For example, it could:
▪Negatively affect our ability to pay principal and interest on our debt;
▪Increase our vulnerability to general adverse economic and industry conditions;
▪Limit our ability to fund future capital expenditures and working capital, to engage in future acquisitions or development activities, or to otherwise realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our cash flow from operations to payments of interest and principal or to comply with any restrictive terms of our debt;
▪Limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
▪Impair our ability to obtain additional financing or to refinance our indebtedness in the future;
▪Place us at a competitive disadvantage compared to our competitors that may have proportionately less debt; and
▪Impact our ability to continue to fund a regular quarterly dividend.
International operations are subject to increased risks, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our ability to manage our business and conduct operations internationally is subject to a number of risks, including the following:
▪Economic and political instability, including international conflicts, war, acts of terrorism, or the threat thereof, political or labor unrest, civil unrest, riots, insurrections, heightened diplomatic tensions, the uncertain future geopolitical landscape and changes from various countries’ national elections;
▪Public health crises, including the spread of a contagious disease, pandemics or epidemics, quarantines or shutdowns related to public health crises and other catastrophic events;
▪Challenges caused by distance, language and cultural differences and by doing business with foreign agencies and governments;
▪Uncertainty regarding liability for services and content;
▪Currency exchange rate fluctuations and our ability to manage these fluctuations;
▪Foreign exchange controls that might prevent us from repatriating cash earned outside the U.S.;
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▪Import and export requirements that may prevent us from shipping products or providing services to a particular market and may increase our operating costs;
▪Potentially adverse tax consequences; and
▪Different expectations regarding working hours, work culture and work-related benefits.
Compliance with complex foreign and U.S. laws and regulations that apply to international operations may increase our cost of doing business and could expose us or our employees to fines, penalties and other liabilities. These numerous and sometimes conflicting laws and regulations include import and export requirements, content requirements, trade restrictions, tax laws, environmental laws and regulations, sanctions, internal and disclosure control rules, data privacy requirements, labor relations laws, and U.S. laws such as the Foreign Corrupt Practices Act and substantially equivalent local laws prohibiting corrupt payments to governmental officials and/or other foreign persons. Any violation of the laws and regulations that apply to our operations and properties could result in, among other consequences, fines, environmental and other liabilities, criminal sanctions against us, our officers or our employees, and prohibitions on our ability to offer our products and services to one or more countries. Such consequences could materially damage our reputation, brand, business, efforts to diversify our business, ability to attract and retain employees, financial condition, cash flows, and results of operations.
Failure to meet environmental, social and governance (“ESG”) expectations or standards or to achieve our ESG goals could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, financial condition, cash flows and results of operations.
We make statements about our ESG goals and initiatives through information provided on our website, press statements and other communications, including through our Corporate Responsibility Report. Our publicly announced goals, commitments and targets, which we may refine or expand further in the future, reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. Responding to these ESG considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments and are impacted by factors that may be outside our control.
Such risks and uncertainties include:
▪Reputational harm, including damage to our relationships with customers, suppliers, investors, governments or other stakeholders;
▪Adverse impacts on our ability to sell and manufacture products;
▪Success of our collaborations with third parties;
▪Increased risk of litigation, investigations or regulatory enforcement action;
▪Unfavorable ESG ratings or investor sentiment;
▪Diversion of resources and increased costs to control, assess and report on ESG metrics;
▪Our ability to achieve our goals, commitments and targets within the announced or expected timeframes;
▪Access to and increased cost of capital; and
▪Adverse impacts on our stock price.
In addition, some stakeholders may disagree with our goals and initiatives and the focus of stakeholders may change and evolve over time. Stakeholders also may have very different views on where ESG focus should be placed, including differing views of regulators in various jurisdictions in which we operate. Any failure, or perceived failure, to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESG laws and regulations or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, financial condition, cash flows and results of operations.
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Provisions of the Senior Notes and the Convertible Notes could discourage a potential future acquisition of us by a third party.
Certain provisions of the Senior Notes and the Convertible Notes could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a fundamental change, holders of the Senior Notes and the Convertible Notes will have the right, at their option, to require us to repurchase all of their Senior Notes or Convertible Notes, as applicable, or any portion of the principal amount of such Senior Notes or Convertible Notes, as applicable. In addition, in connection with certain fundamental change transactions, holders of the Convertible Notes who convert their Convertible Notes may be entitled to an increase in the conversion rate, which could make such transactions more expensive. The indentures governing the Senior Notes and the Convertible Notes prohibit us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the Senior Notes and the Convertible Notes, as applicable. These and other provisions of the Senior Notes and the Convertible Notes could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to our stockholders.
Our Senior Notes indenture and Revolving Credit Agreement contain restrictive covenants that, if breached, could limit our financial and operating flexibility and subject us to other risks.
Our Senior Notes indenture and Revolving Credit Agreement include customary covenants limiting our ability to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. Under our Revolving Credit Agreement, we are required to maintain (1) prior to the date (such date, the “Financial Covenant Conversion Date”) on which we provide evidence to the agent under the Revolving Credit Agreement that the fixed charge coverage ratio is greater than 1.0 to 1.0 for the 12 fiscal month periods ending as of the two most recently ended consecutive fiscal quarters ending no earlier than December 31, 2026, minimum liquidity of $90 million at all times and (2) after the Financial Covenant Conversion Date, a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the facility is less than the greater of (a) 10% of the lesser of (i) the total revolving commitments and (ii) the borrowing base and (b) $25 million.
As of September 30, 2026, we believe we are in compliance with the provisions of our Senior Notes indenture and our Revolving Credit Agreement. Our ability to comply with the various terms and conditions in the future may be affected by events beyond our control, including prevailing economic, financial and industry conditions.
The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
In the event the conditional conversion feature of the Convertible Notes is triggered, holders of the Convertible Notes will be entitled to convert their Convertible Notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity. In addition, even if holders of the Convertible Notes do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
The accounting method for the Convertible Notes could adversely affect our reported financial condition and results.
The accounting method for reflecting the Convertible Notes on our balance sheet, accruing amortized interest expense for the Convertible Notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition. If the conversion features of the Convertible Notes are required to be separately valued and accounted for, the accounting conclusion could impact earnings.
In accordance with applicable accounting standards, we expect that the Convertible Notes will be reflected as a liability on our balance sheets, with the initial carrying amount equal to the principal amount of the Convertible Notes, net of issuance costs. The issuance costs will be treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of the Convertible Notes. As a result of this amortization, the interest expense we expect to recognize for the Convertible Notes for accounting purposes will be greater than the cash interest payments we will pay on the Convertible Notes, which will result in lower reported net income or larger reported net loss.
In addition, we expect that the shares underlying the Convertible Notes will be reflected in our diluted earnings per share using the “if converted” method. Under that method, diluted earnings per share would generally be calculated assuming that all the Convertible Notes were converted solely into shares of our common stock at the beginning of the reporting period, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share, and accounting standards may change in the future in a manner that may adversely affect our diluted earnings per share.
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Furthermore, if any of the conditions to the convertibility of the Convertible Notes are satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the Convertible Notes as a current, rather than a long-term, liability. This reclassification could be required even if no noteholders convert their Convertible Notes and could materially reduce our reported working capital.
We have not reached a final determination regarding the accounting treatment for the Convertible Notes, and the description above is preliminary. Accordingly, we may account for the Convertible Notes in a manner that is significantly different than described above.
We cannot be certain whether other changes may be made to the current accounting standards related to the Convertible Notes, or otherwise, that could have a material effect on our operating results.
Risks Related to an Investment in Our Common Stock
Our common stock has experienced, and may continue to experience, trading price and volume volatility.
The trading price and volume of our common stock has been and may continue to be subject to large fluctuations. The market price and volume of our common stock may increase or decrease in response to a number of events and factors, including:
▪Trends in our industry and the markets in which we operate;
▪Changes in the market price of the products we sell;
▪The introduction of new technologies or products by us or our competitors;
▪Changes in expectations for our future financial performance or operating results, including financial estimates or expectations of securities analysts and investors;
▪Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, financings or capital commitments;
▪Changes in laws and regulations;
▪Any announcement that we plan to issue additional equity to the public;
▪General economic and competitive conditions; and
▪Changes in key management personnel.
This volatility may adversely affect the prices of our common stock regardless of our operating performance. To the extent that the price of our common stock declines, our ability to raise funds through the issuance of equity or otherwise use our common stock as consideration will be reduced. These factors may limit our ability to implement our operating and growth plans.
Also, shareholders may from time to time engage in proxy solicitations, advance shareholder proposals or otherwise attempt to effect changes or acquire control over the Company. Such shareholder campaigns could disrupt our operations and divert the attention of our Board of Directors, senior management and employees from the pursuit of business strategies and adversely affect our results of operations, cash flows and financial condition.
Conversion of the Convertible Notes will dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock.
The conversion of some or all of the Convertible Notes will dilute the ownership interests of existing stockholders to the extent we deliver shares of our common stock upon conversion of any of the Convertible Notes. The Convertible Notes may from time to time in the future be convertible at the option of their holders prior to their scheduled terms under certain circumstances. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions, and the anticipated conversion of the Convertible Notes into shares of our common stock could depress the price of our common stock.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Our Equity Securities
On February 15, 2024, the Company announced that the Board of Directors approved the repurchase of an additional $150 million in shares of common stock over a three year period. This authorization was an increase to the previous $150 million repurchase program approved in August 2021 and the previous $100 million repurchase programs approved in November 2018, February 2017, and February 2016. The repurchase program is set to expire in February 2027. Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts determined by the Company. For the three and nine month periods ended September 30, 2026, the Company repurchased no shares pursuant to our repurchase program and as of September 30, 2026, $93.2 million remained available under the program.
Item 5. Other Information
(c)
During the third quarter of 2026, none of our directors or executive officers adopted or terminated
| Name and Title | Action Taken | Date | Type of Trading Arrangement (1) | Duration of Trading Arrangement (2) | Aggregate Number of Shares to be Sold | ||||||||||||
Brent L. Yeagy President and Chief Executive Officer | Rule 10b5-1 trading arrangement | Up to | |||||||||||||||
—————————
(1) Each trading arrangement marked as a Rule 10b5-1 trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c).
(2) Each trading arrangement permits transactions through and including the earlier to occur of the completion of all sales under the trading arrangement or the date listed in the table.
Item 6. Exhibits
Exhibits | ||||||||
| 101 | The following materials from Wabash National Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets at September 30, 2026 and December 31, 2025, (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025, (iii) the Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2026 and 2025, (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025, (v) the Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2026 and 2025, (vi) Notes to Condensed Consolidated Financial Statements and (vii) the information included in Part II, Item 5(c). The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 104 | Cover Page Interactive Data File (formatting as Inline XBRL and contained in Exhibit 101) | |||||||
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SIGNATURES
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 thereunto duly authorized.
| WABASH NATIONAL CORPORATION | ||||||||
| Date: October 29, 2026 | By: | /s/ Patrick Keslin | ||||||
| Patrick Keslin | ||||||||
| Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||||
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Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brent L. Yeagy, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Wabash National Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: October 29, 2026 | By: | /s/ Brent L. Yeagy | ||||||
| Brent L. Yeagy | ||||||||
| President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Patrick Keslin, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Wabash National Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: October 29, 2026 | By: | /s/ Patrick Keslin | ||||||
| Patrick Keslin | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
Exhibit 32.1
Written Statement of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
The undersigned, the President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer of Wabash National Corporation (the “Company”), each hereby certifies that, to his knowledge, on October 29, 2026:
(a) the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2026, filed on October 29, 2026 with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Brent L. Yeagy | |||||
| Brent L. Yeagy | |||||
| President and Chief Executive Officer | |||||
| October 29, 2026 | |||||
| /s/ Patrick Keslin | |||||
| Patrick Keslin | |||||
| Senior Vice President and Chief Financial Officer | |||||
| October 29, 2026 | |||||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Wabash National Corporation and will be retained by Wabash National Corporation and furnished to the Securities and Exchange Commission or its staff upon request.