WABASH NATIONAL Corp 8-K, filed Jul 14, 2026
WABASH NATIONAL Corp (WNC)
About this 8-K
WABASH NATIONAL Corp filed this 8-K on July 14, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On July 14, 2026, Wabash National Corporation (the “Company”) entered into a Fifth Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) among the Company, certain of its subsidiaries as borrowers, certain of its subsidiaries as guarantors, the lenders party thereto and Wells Fargo Capital Finance, LLC, as the administrative agent, which amended the Company’s existing Second Amended and Restated Credit Agreement dated as of December 21, 2018 (the “Existing Credit Agreement”; the Existing Credit Agreement as previously amended and as amended by the Amendment, the “Credit Agreement”). The Amendment amended the Existing Credit Agreement to, among other things, permit the incurrence of additional indebtedness in the form of the Offering of the Notes (each as defined below) in an aggregate outstanding principal amount not to exceed $150 million, which amount is in addition to all existing permitted indebtedness under the Credit Agreement. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Report”) and is incorporated by reference herein.
| Item 2.02. | Results of Operations and Financial Condition. |
On July 14, 2026, the Company announced its intention to offer, subject to market conditions and other factors, convertible senior notes due 2032 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Offering, the Company provided the disclosure attached as Exhibit 99.1 to this Report for the purpose of supplementing and updating disclosures contained in the Company’s prior filings with the Securities and Exchange Commission, which includes certain preliminary unaudited financial information of the Company as of June 30, 2026. Such disclosure is furnished under the heading “Recent Developments—Preliminary Unaudited Estimated Financial Results for the Three Months Ended June 30, 2026” in Exhibit 99.1 to this Report and is incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
The Company is disclosing under Item 7.01 of this Report the information contained in Exhibit 99.1, which information is incorporated by reference herein. The information contained in Exhibit 99.1 is excerpted from a preliminary offering memorandum that is being disseminated in connection with the Offering and includes (i) certain information not previously disclosed by the Company and (ii) the preliminary unaudited financial information of the Company as of June 30, 2026 as described under Item 2.02 of this Report.
Neither this Report nor the information furnished as Exhibit 99.1 hereto constitutes an offer to sell or a solicitation of an offer to buy the Notes, any shares of the Company’s common stock issuable upon conversion of the Notes, or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction, in which such an offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On July 14, 2026, the Company issued a press release relating to the commencement of the Offering. A copy of the press release relating to the Offering is filed as Exhibit 99.2 to this Report and is incorporated by reference herein.
Neither this Report nor the press release attached hereto as Exhibit 99.2 constitutes an offer to sell or a solicitation of an offer to buy the Notes, any shares of the Company’s common stock issuable upon conversion of the Notes, or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction, in which such an offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum.
Cautionary Note Regarding Forward-Looking Statements
This Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of 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. These “forward-looking statements” include, but are not limited to, statements regarding the completion of the Offering; the proposed terms of the Offering; the expected amount and intended use of the proceeds; our preliminary unaudited estimated financial results for the three months ended June 30, 2026; the
consummation of negotiations with lenders under our existing credit agreement; and the consummation of any refinancing, extension, renewal, exchange or replacement of our outstanding senior notes. 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. Without limitation, these risks and uncertainties include the risks related to failure to satisfy the conditions to closing of the Offering; the highly cyclical nature of our business; uncertain economic conditions including the possibility that customer demand may not meet our expectations; our ability to generate sufficient cash to service all of our indebtedness; our indebtedness, financial condition and fulfillment of obligations thereunder; price and trading volume volatility of our common stock; our backlog may not reflect future sales of our products, increased competition; reliance on certain customers and corporate partnerships; risks of customer pick-up delays; shortages and costs of raw materials including the impact of tariffs or other international trade developments; risks in implementing and sustaining improvements in the Company’s manufacturing operations and cost containment; dependence on industry trends and timing; supplier constraints; labor costs and availability; customer acceptance of and reactions to pricing changes; costs of indebtedness; and our ability to execute on our long-term strategic plan. Each forward-looking statement contained in this 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 Report or to reflect the occurrence of unanticipated events, except as required by law. Currently known risks and uncertainties that could cause actual results to differ materially from our expectations are described in our filings with the Securities and Exchange Commission, including, current reports on Form 8-K and periodic reports on Forms 10-K and 10-Q. We urge you to carefully review those disclosures for a more complete discussion of the risks of an investment in our securities.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Index | ||
| Exhibit No. |
Description | |
| 10.1 | Fifth Amendment to Second Amended and Restated Credit Agreement dated as of July 14, 2026, among Wabash National Corporation, certain subsidiaries of Wabash National Corporation, the lenders party thereto and Wells Fargo Capital Finance, LLC as administrative agent. | |
| 99.1 | Excerpts from Preliminary Offering Memorandum. | |
| 99.2 | Wabash National Corporation Press Release dated July 14, 2026 | |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WABASH NATIONAL CORPORATION | ||||||
| Date: July 14, 2026 |
By: | /s/ Patrick Keslin | ||||
| Patrick Keslin | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
Exhibit 10.1
Execution
FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of July 14, 2026 (the “Effective Date”), by and among WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the arranger and administrative agent (the “Agent”) for the Lenders (as defined in the Credit Agreement referred to below), the Lenders party hereto, WABASH NATIONAL CORPORATION, a Delaware corporation (“Wabash”), certain Subsidiaries of Wabash designated on the signature pages hereto as borrowers (together with Wabash, such Subsidiaries are collectively referred as the “Borrowers”) and certain Subsidiaries of Wabash designated on the signature pages hereto as guarantors. Capitalized terms not otherwise defined herein have the definitions provided therefor in the Credit Agreement (as hereinafter defined).
WHEREAS, Borrowers, Agent, and Lenders are parties to that certain Second Amended and Restated Credit Agreement dated as of December 21, 2018 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”);
WHEREAS, Borrowers have requested that Agent and Lenders agree to amend the Credit Agreement in the manner specified in this Amendment; and
WHEREAS, Agent and Lenders have agreed to Borrowers’ requests, on the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:
1. Amendments. Subject to the satisfaction of the conditions to effectiveness set forth in Section 2 below, the Credit Agreement is hereby amended as follows:
(a) Schedule 1.1 to the Credit Agreement is hereby amended to include the following defined terms in their respective alphabetical positions:
“Convertible Notes” means unsecured debt securities issued by Wabash pursuant to the Convertible Notes Documents.
“Convertible Notes Documents” means an indenture among Wabash, U.S. Bank, National Association (or an affiliate thereof), as trustee, and the other parties party thereto, and all other agreements, instruments and documents executed or delivered in connection therewith, in each case, with respect to such indenture and any other material agreements, instruments and documents, in form and substance reasonably satisfactory to Agent.
“Fifth Amendment” means that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of the Fifth Amendment Effective Date, by and among the Borrowers, the Guarantors party thereto, Agent and the Lenders party thereto.
“Fifth Amendment Effective Date” means the “Effective Date” under and as defined in the Fifth Amendment.
(b) The definition of “Change of Control” set forth in Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:
“Change of Control” means that (a) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40%, or more, of the Stock of Administrative Borrower having the right to vote for the election of members of the Board of Directors, (b) Administrative Borrower fails to own and control, directly or indirectly, 100% of the Stock of each other Loan Party (other than as the result of a Loan Party ceasing to be a Subsidiary of Administrative Borrower as the result of a transaction permitted under this Agreement), (c) any “change in control” or “change of control” or terms or circumstances of similar import occurs under the 2028 Notes Documents at a time when any of the 2028 Notes Documents remain in effect (or under the terms of any Refinancing Indebtedness in respect thereof), or (d) any “change in control” or “change of control” or terms or circumstances of similar import occurs under the Convertible Notes Documents at a time when any of the Convertible Notes Documents remain in effect (or under the terms of any Refinancing Indebtedness in respect thereof).
(c) Clause (u) of the definition of “Permitted Indebtedness” set forth in Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:
(u) the Convertible Notes issued pursuant to the Convertible Notes Documents, in an aggregate principal amount not to exceed $150,000,000, and Refinancing Indebtedness in respect thereof, in each case with a maturity date no earlier than 91 days after the Latest Maturity Date,
2. Conditions to Effectiveness. This Amendment shall become effective as of the Effective Date, when, and only when, each of the following conditions have been satisfied (or waived) in accordance with the terms therein:
(a) Agent shall have received a copy of this Amendment duly executed and delivered by Agent, the Lenders and the Loan Parties;
(b) Borrowers shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Amendment to the extent invoiced on or prior to the Effective Date; and
(c) the representations and warranties in Section 3 of this Amendment shall be true and correct in all respects as of the Effective Date.
Agent shall promptly notify the Administrative Borrower and Lenders of the satisfaction of the conditions to the occurrence of the Effective Date, which notice shall be conclusive and binding.
3. Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, each Loan Party hereby makes each of the following representations and warranties to the Lenders, each of which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Effective Date, and shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) at and as of the date of the Effective Date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such earlier date):
(a) such Loan Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of this Amendment and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment;
(b) such Loan Party has duly executed and delivered this Amendment and this Amendment constitutes the legal, valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium, or similar laws affecting creditors’ rights generally and subject to general principles of equity;
(c) neither the execution, delivery or performance by such Loan Party of this Amendment nor compliance with the terms and provisions hereof nor the consummation of the transactions contemplated hereby will (a) contravene any material provision of any applicable law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality binding on any Loan Party, (b) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Loan Party (other than Permitted Liens) pursuant to the terms of any Material Contract of any Loan Party or its Subsidiaries other than any such breach, default or Lien that could not reasonably be expected to result in a Material Adverse Change or (c) violate any material provision of the certificate of incorporation, by-laws or other Governing Document of such Loan Party or any of its Subsidiaries;
(d) after giving effect to the amendments to the Schedules to the Credit Agreement contemplated by this Amendment, both immediately before and upon giving effect to the Effective Date and the transactions contemplated hereby, all representations and warranties made by each Loan Party contained in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Change” shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Change” shall be true and correct in all respects) as of such earlier date); and
(e) no Default or Event of Default shall exist on the Effective Date before or upon giving effect to the effectiveness hereof and the consummation of the transactions contemplated hereby.
4. Reaffirmation of the Loan Parties. Each Loan Party hereby consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests granted by such Loan Party in favor of the Lenders pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents.
5. Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except in accordance with Section 14.1 of the Credit Agreement.
6. Post-Closing Covenants. Borrowers have notified Agent that Wabash intends to issue unsecured notes in an aggregate principal amount not to exceed $150,000,000 on or before December 31, 2026 (or such later date as agreed to by Agent) (the “New Note Issuance”; and such unsecured notes, the “Convertible Notes”), the proceeds of which will be used in connection with such issuance for, among other things, general corporate purposes which may include to repay outstanding indebtedness under the Credit Agreement. Prior to the occurrence of the New Note Issuance, Borrowers shall provide Agent with copies of the material Convertible Notes Documents (as defined in the Credit Agreement after giving effect to this Amendment), in form and substance reasonably satisfactory to Agent. Failure by Borrowers to satisfy any of the foregoing covenants shall constitute an immediate and automatic Event of Default under the Credit Agreement.
7. [Reserved]
8. Release of Claims. In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself and each of its respective successors, assigns, and other legal representatives (the “Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and the Lenders and each of their successors and assigns, and each of their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent and the Lenders and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements,
promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every kind and nature, known or unknown, suspected or unsuspected, at law or in equity, which any Loan Party or any of its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time prior to the date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Amendment, the Credit Agreement, or any of the other Loan Documents or transactions hereunder or thereunder. The Releasing Parties hereby represent to the Releasees that they have not assigned or transferred any interest in any Claim against any Releasee prior to the date hereof.
9. Miscellaneous.
(a) Expenses. Each Borrower agrees to pay promptly after receipt of written demand therefor from Agent all reasonable costs and expenses of Agent (including reasonable and documented attorneys’ fees) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this Amendment and the Credit Agreement as amended hereby.
(b) Choice of Law and Venue; Jury Trial Waiver; Reference Provision. Without limiting the applicability of any other provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Credit Agreement are expressly incorporated herein by reference.
(c) Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment. Execution of any such counterpart may be by means of (a) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (b) an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Agent reserves the right, in its sole discretion, to accept, deny, or condition acceptance of any electronic signature on this Amendment (it being understood and agreed that Agent accepts, consents to and approves of transmission through electronic means of an image of an original wet-ink manual signature). Any party delivering an executed counterpart of this Amendment by faxed, scanned or photocopied manual signature shall also deliver an original manually executed counterpart, but the failure to deliver an original manually executed counterpart shall not affect the validity, enforceability and binding effect of this Amendment.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.
| BORROWERS: | ||
| WABASH NATIONAL CORPORATION, a Delaware corporation | ||
| By: | /s/ Patrick J. Keslin | |
| Name: Patrick J. Keslin | ||
| Title: Senior Vice President and Chief Financial Officer | ||
| WABASH NATIONAL, L.P., a Delaware limited partnership | ||
| By: | Wabash National Trailer Centers, Inc., | |
| Its General Partner | ||
| By: | /s/ Patrick J. Keslin | |
| Name: Patrick J. Keslin | ||
| Title: Treasurer | ||
| WABASH NATIONAL TRAILER CENTERS, INC., a Delaware corporation | ||
| By: | /s/ Patrick J. Keslin | |
| Name: Patrick J. Keslin | ||
| Title: Treasurer | ||
Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
| BULK SOLUTIONS LLC, a Texas limited liability company | ||||||
| By: | Wabash National, L.P., | |||||
| Its Sole Member | ||||||
| By: | Wabash National Trailer Centers, Inc., | |||||
| Its General Partner | ||||||
| By: | /s/ Patrick J. Keslin | |||||
| Name: Patrick J. Keslin | ||||||
| Title: Treasurer | ||||||
| WALKER STAINLESS EQUIPMENT COMPANY LLC, a Delaware limited liability company | ||||||
| By: | Wabash National, L.P., | |||||
| Its Sole Member | ||||||
| By: | Wabash National Trailer Centers, Inc., | |||||
| Its General Partner | ||||||
| By: | /s/ Patrick J. Keslin | |||||
| Name: Patrick J. Keslin | ||||||
| Title: Treasurer | ||||||
| BRENNER TANK LLC, a Wisconsin limited liability company | ||||||
| By: | Wabash National, L.P., | |||||
| Its Sole Member | ||||||
| By: | Wabash National Trailer Centers, Inc., | |||||
| Its General Partner | ||||||
| By: | /s/ Patrick J. Keslin | |||||
| Name: Patrick J. Keslin | ||||||
| Title: Treasurer | ||||||
Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
| SUPREME CORPORATION, a Texas corporation | ||
| By: | /s/ Patrick J. Keslin | |
| Name: Patrick J. Keslin | ||
| Title: Vice President, Treasurer/Controller and Principal Financial Officer | ||
| SC TOWER STRUCTURAL LAMINATING, INC., a Texas corporation | ||
| By: | /s/ Patrick J. Keslin | |
| Name: Patrick J. Keslin | ||
| Title: Vice President, Treasurer and Principal Financial Officer | ||
Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
| GUARANTORS: | ||
| WABASH NATIONAL SERVICES, L.P. | ||
| By: | Wabash National Trailer Centers, Inc., | |
| Its General Partner | ||
| By: | /s/ Patrick J. Keslin | |
| Name: Patrick J. Keslin | ||
| Title: Treasurer | ||
Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
| AGENT: | ||
| WELLS FARGO CAPITAL FINANCE, LLC | ||
| By: | /s/ Laura Nickas | |
| Name: Laura Nickas | ||
| Title: Authorized Signatory | ||
Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
| LENDERS: | ||
| WELLS FARGO CAPITAL FINANCE, LLC | ||
| By: | /s/ Laura Nickas | |
| Name: Laura Nickas | ||
| Title: Authorized Signatory | ||
Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
| PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Andrew Salmon | |
| Name: Andrew Salmon | ||
| Title: Vice President | ||
Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
| JPMORGAN CHASE BANK, N.A., as a Lender | ||
| By: | /s/ Andrew Rossman | |
| Name: Andrew Rossman | ||
| Title: Executive Director | ||
Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Exhibit 99.1
Recent Developments
Preliminary Unaudited Estimated Financial Results for the Three Months Ended June 30, 2026
We are in the process of finalizing our results for the three months ended June 30, 2026. We have presented below ranges of certain unaudited preliminary results and estimates of selected key business metrics for the three months ended June 30, 2026, as well as the comparative period for the three months ended June 30, 2025. The following information reflects our preliminary estimates with respect to such data based on currently available information and does not present all necessary information for an understanding of our financial condition for the three months ended June 30, 2026. These estimated metrics should not be viewed as a substitute for our financial statements prepared in accordance with GAAP incorporated herein by reference.
We have prepared and provided ranges, rather than specific amounts, for the information below, primarily because our financial closing and analysis procedures are not yet completed. This financial information has been prepared by, and is the responsibility of, our management and is subject to revisions based on our procedures and controls associated with our financial reporting process. Our independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, or performed any procedures with respect to our preliminary results or the accounting treatment thereof and does not express an opinion or any other form of assurance with respect thereto. Our financial closing procedures for the three months ended June 30, 2026, are not yet complete and, as a result, our actual results will not be finalized until after the completion of this offering.
Accordingly, you should not place undue reliance upon these preliminary results and estimates of selected key business metrics. While we believe that such information and estimates are based on reasonable assumptions and management’s reasonable judgment, our actual results may vary. For example, during the course of the preparation of the respective financial statements and related notes, additional items may be identified that would require material adjustments to be made to the preliminary estimated results presented. Further, our preliminary estimated results are not necessarily indicative of the results to be expected for any future period as a result of various factors, including, but not limited to, those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for prior periods included in our Annual Report on Form 10-K and Quarterly Report on Form 10-Q and incorporated by reference into this offering memorandum.
| Three Months Ended June 30, |
||||||||||||
| 2026 (Estimated) |
2025 (Actual) |
|||||||||||
| High | Low | |||||||||||
| (unaudited) (in thousands, except per share amounts) |
||||||||||||
| GAAP Financial Measures: |
||||||||||||
| Net Sales |
$ | 421,000 | $ | 413,000 | $ | 458,816 | ||||||
| Net loss |
$ | (23,287 | ) | $ | (26,237 | ) | $ | (9,603 | ) | |||
| Net loss attributable to common stockholders |
$ | (23,530 | ) | $ | (26,480 | ) | $ | (9,589 | ) | |||
| Diluted loss per share |
$ | (0.57 | ) | $ | (0.63 | ) | $ | (0.23 | ) | |||
| Non-GAAP Financial Measures: |
||||||||||||
| Adjusted EBITDA(1) |
$ | (9,653 | ) | $ | (12,603 | ) | $ | 16,320 | ||||
| Adjusted net loss attributable to common stockholders(2) |
$ | (22,207 | ) | $ | (25,157 | ) | $ | (6,139 | ) | |||
| Adjusted diluted loss per share(2) |
$ | (0.54 | ) | $ | (0.60 | ) | $ | (0.15 | ) | |||
| (1) | Adjusted EBITDA includes noncontrolling interest and excludes loss from unconsolidated entity and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, impairment and other, net, facility idling costs, the Missouri legal matter, and other non-operating income and expense. Management believes providing adjusted EBITDA is useful for investors to understand the Company’s performance and results of operations period to period with the exclusion of the items identified above. Management believes the presentation of adjusted EBITDA, when combined with the GAAP presentation of net loss, is beneficial to an investor’s understanding of the Company’s operating performance. |
| (2) | Adjusted net loss attributable to common stockholders and adjusted diluted loss per share reflect adjustments for facility idling costs, the Missouri legal matter and the related tax effect of those adjustments. Management believes providing adjusted measures and excluding certain items facilitates comparisons to the Company’s prior year periods and, when combined with the GAAP presentation of net loss attributable to common stockholders and diluted loss per share, is beneficial to an investor’s understanding of the Company’s performance. |
The Company’s estimates of net sales for the second quarter of 2026 were between $421 million and $413 million, reflecting an 8% to 10% decrease compared to the same quarter of the previous year. The Company’s estimates of net loss for the second quarter of 2026 were between $23 million and $26 million. The Company’s estimates of net loss attributable to common stockholders for the second quarter of 2026 amounted to between $24 million and $26 million and its estimates of adjusted net loss attributable to common stockholders for the second quarter of 2026 amounted to between $22 million and $25 million. The Company’s estimate of GAAP diluted loss per share for the second quarter of 2026 was between $(0.57) and $(0.63) or $(0.54) and $(0.60) on a non-GAAP adjusted basis.
As of June 30, 2026, total Company backlog was expected to be in excess of $950 million.
Reconciliation of net loss to adjusted EBITDA
| Three Months Ended June 30, |
||||||||||||
| 2026 (Estimated) |
2025 (Actual) |
|||||||||||
| High | Low | |||||||||||
| (unaudited) (in thousands, except per share amounts) |
||||||||||||
| Net loss |
$ | (23,287 | ) | $ | (26,237 | ) | $ | (9,603 | ) | |||
| Adjustments: |
||||||||||||
| Income tax benefit |
(9,072 | ) | (9,072 | ) | (2,692 | ) | ||||||
| Interest expense |
6,693 | 6,693 | 5,308 | |||||||||
| Depreciation and amortization |
13,609 | 13,609 | 14,070 | |||||||||
| Stock-based compensation |
1,910 | 1,910 | 2,374 | |||||||||
| Missouri legal matter |
— | — | 4,613 | |||||||||
| Impairment and other, net |
(752 | ) | (752 | ) | 14 | |||||||
| Other, net |
(367 | ) | (367 | ) | 33 | |||||||
| Loss from unconsolidated entity |
(151 | ) | (151 | ) | 2,203 | |||||||
| Facility idling and related costs |
1,764 | 1,764 | — | |||||||||
| Adjusted EBITDA(1) |
$ | (9,653 | ) | $ | (12,603 | ) | $ | 16,320 | ||||
| (1) | Adjusted EBITDA includes noncontrolling interest and excludes loss from unconsolidated entity and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, impairment and other, net, facility idling costs, the Missouri legal matter, and other non-operating income and expense. Management believes providing adjusted EBITDA is useful for investors to understand the Company’s performance and results of operations period to period with the exclusion of the items identified above. Management believes the presentation of adjusted EBITDA, when combined with the GAAP presentation of net loss, is beneficial to an investor’s understanding of the Company’s operating performance. |
Reconciliation of net loss attributable to common stockholders to adjusted net loss attributable to common stockholders
| Three Months Ended June 30, |
||||||||||||
| 2026 (Estimated) |
2025 (Actual) |
|||||||||||
| High | Low | |||||||||||
| (unaudited) (in thousands, except per share amounts) |
||||||||||||
| Net loss attributable to common stockholders |
$ | (23,530 | ) | $ | (26,480 | ) | $ | (9,589 | ) | |||
| Adjustments: |
||||||||||||
| Facility idling and related costs |
1,764 | 1,764 | — | |||||||||
| Missouri legal matter |
— | — | 4,613 | |||||||||
| Tax effect of aforementioned items |
(441 | ) | (441 | ) | (1,163 | ) | ||||||
| Adjusted net loss attributable to common |
$ | (22,207 | ) | $ | (25,157 | ) | $ | (6,139 | ) | |||
| (1) | Adjusted net loss attributable to common stockholders reflects adjustments for facility idling costs, the Missouri legal matter and the related tax effect of those adjustments. Management believes providing adjusted net loss attributable to common stockholders and excluding certain items facilitates comparisons to the Company’s prior year periods and, when combined with the GAAP presentation of net loss attributable to common stockholders, is beneficial to an investor’s understanding of the Company’s performance. |
Reconciliation of diluted loss per share to adjusted diluted loss per share
| Three Months Ended June 30, |
||||||||||||
| 2026 (Estimated) |
2025 (Actual) |
|||||||||||
| High | Low | |||||||||||
| (unaudited) (in thousands, except per share amounts) |
||||||||||||
| Diluted loss per share |
$ | (0.57 | ) | $ | (0.63 | ) | $ | (0.23 | ) | |||
| Adjustments: |
||||||||||||
| Facility idling and related costs |
0.04 | 0.04 | — | |||||||||
| Missouri legal matter |
— | — | 0.11 | |||||||||
| Tax effect of aforementioned items |
(0.01 | ) | (0.01 | ) | (0.03 | ) | ||||||
| Adjusted diluted loss per share(1) |
$ | (0.54 | ) | $ | (0.60 | ) | $ | (0.15 | ) | |||
| Weighted average diluted shares outstanding (in thousands) |
40,917 | 40,917 | 41,753 | |||||||||
| (1) | Adjusted diluted loss per share reflects adjustments for facility idling costs, the Missouri legal matter and the related tax effect of those adjustments. Management believes providing adjusted diluted loss per share and excluding certain items facilitates comparisons to the Company’s prior year periods and, when combined with the GAAP presentation of diluted loss per share, is beneficial to an investor’s understanding of the Company’s performance. |
Adjusted EBITDA, adjusted net loss attributable to common stockholders and adjusted diluted loss per share should be considered in addition to, and not as a replacement for or superior to, the respective comparable GAAP measures, and may not be comparable to similarly titled measures reported by other companies. Management believes that these measures provide useful information to investors by offering an additional way of viewing our results that, when reconciled to the respective corresponding GAAP measures, helps our investors to better understand the Company’s view of our results as compared to prior periods. We urge you to review the reconciliations found above.
Revolving Credit Agreement Refinancing
Wabash, certain of our subsidiaries as borrowers, certain of our subsidiaries as guarantors, the lenders party thereto and Wells Fargo Capital Finance, LLC, as administrative agent, are parties to the Second Amended and Restated Credit Agreement, dated as of December 21, 2018, as amended (the “Revolving Credit Agreement”), which provides for a $350 million revolving credit facility with a scheduled maturity date of September 23, 2027. We have received commitments from Wells Fargo Capital Finance, LLC, PNC Bank, National Association, JPMorgan Chase Bank, N.A. and other lenders to amend and extend $275 million of the Revolving Credit Agreement (the “Revolving Credit Agreement Amendment”). In addition, we are in discussions with additional lenders, which may upsize the $275 million pursuant to the Revolving Credit Agreement Amendment.
Subsequent to the closing of this offering, we expect to enter into the Revolving Credit Agreement Amendment to, among other things, (i) extend the maturity date of the revolving credit facility to the earlier of (a) five years from the closing date of the Revolving Credit Agreement Amendment and (b) the date that is 91 days prior to the maturity date of any debt in excess of $40 million, (ii) add a minimum liquidity requirement of $90 million, (iii) add a $40 million availability block on the revolving credit facility, and (iv) subject to certain conditions, suspend the springing fixed charge coverage ratio financial covenant.
The closing of the Revolving Credit Agreement Amendment is subject to market and other conditions and there can be no assurance that definitive documentation will be executed or that the closing of the Revolving Credit Agreement Amendment will occur on the terms described herein or at all. This offering is not conditioned on the closing of the Revolving Credit Agreement Amendment and the closing of the Revolving Credit Agreement Amendment is not conditioned on the closing of this offering.
4.50% Senior Notes due 2028
We currently have outstanding $400.0 million aggregate principal amount of the 2028 Notes. We intend to refinance, extend, renew, exchange or replace some or all of the 2028 Notes in advance of their maturity. We are actively considering all refinancing and other alternatives with respect to the 2028 Notes, which we may pursue or consummate, subject to market and other conditions, at any time following the completion of this offering. There can be no assurance regarding whether, when or on what terms (including, if and as applicable, through the incurrence of secured indebtedness and/or unsecured indebtedness) any such refinancing, extension, renewal, exchange or replacement of the 2028 Notes will be consummated, if at all. See “Risk Factors—Risks Relating to the Offering—The notes and the note guarantees will be effectively subordinated to our and the guarantors’ existing and future secured indebtedness and structurally subordinated to the liabilities of our subsidiaries that do not guarantee the notes.”
Exhibit 99.2
Wabash Announces Proposed Offering of $100 Million Convertible Senior Notes
LAFAYETTE, IN, July 14, 2026 –
Wabash (NYSE: WNC), a leader in end-to-end supply chain solutions for the transportation, logistics and infrastructure markets, announced today that it has commenced a private offering (the “Offering”) of $100 million aggregate principal amount of convertible senior unsecured notes due 2032 (the “notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Offering, Wabash expects to grant the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $15 million aggregate principal amount of the notes. The Offering of the notes is subject to market and other conditions and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.
The notes and the note guarantees will be senior, unsecured obligations of Wabash and the guarantors, respectively. The notes will accrue interest payable semi-annually in arrears and will mature on August 1, 2032, unless earlier converted, redeemed or repurchased. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Wabash will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, par value $0.01 per share (“common stock”), or a combination of cash and shares of its common stock, at Wabash’s election.
The notes will be redeemable, in whole, but not in part, for cash at Wabash’s option at any time, and from time to time, on or after August 6, 2029 and on or before the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of Wabash’s common stock equals or exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the notes will be redeemable at any time if the aggregate principal amount of the notes that remains outstanding is less than 15% of the aggregate principal amount of the notes initially issued in the Offering and certain other conditions are satisfied. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the Offering.
The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the Offering.
Wabash intends to use the net proceeds from the Offering for general corporate purposes, including repaying amounts outstanding under its existing credit agreement.
The notes and the note guarantees will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the notes, the note guarantees and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes, the note guarantees and any such shares cannot be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes, the note guarantees or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About
Wabash (NYSE: WNC) combines physical and digital technologies to deliver innovative, end-to-end solutions that optimize supply chains across transportation, logistics and infrastructure markets. Headquartered in Lafayette, Indiana, Wabash designs, manufactures, and services an extensive range of products supporting first-to-final mile operations, including dry and refrigerated trailers and truck bodies, platform trailers, tank trailers, structural composites and more. In addition, through the Wabash Marketplace and Wabash Parts, customers gain access to a nationwide parts and service network, Trailers as a Service (TaaS)SM, and advanced tools designed to streamline operations and drive growth. By enabling businesses to thrive today and prepare for tomorrow, Wabash is Changing How the World Reaches You®.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 Wabash’s current expectations or forecasts of future events. These “forward-looking statements” include, but are not limited to, statements regarding the completion of the Offering, the proposed terms of the Offering and the expected amount and intended use of the proceeds. 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. Without limitation, these risks and uncertainties include the risks related to failure to satisfy the conditions to closing of the Offering; the highly cyclical nature of our business; uncertain economic conditions including the possibility that customer demand may not meet our expectations; our ability to generate sufficient cash to service all of our indebtedness; our indebtedness, financial condition and fulfillment of obligations thereunder; price and trading volume volatility of our common stock; our backlog may not reflect future sales of our products, increased competition; reliance on certain customers and corporate partnerships; risks of customer pick-up delays; shortages and costs of raw materials including the impact of tariffs or other international trade developments; risks in implementing and sustaining improvements in Wabash’s manufacturing operations and cost containment; dependence on industry trends and timing; supplier constraints; labor costs and availability; customer acceptance of and reactions to pricing changes; costs of indebtedness; and our ability to execute on our long-term strategic plan. Each forward-looking statement contained in this press release 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 press release or to reflect the occurrence of unanticipated events, except as required by law. Currently known risks and uncertainties that could cause actual results to differ materially from our expectations are described in our filings with the Securities and Exchange Commission, including, current reports on Form 8-K and periodic reports on Forms 10-K and 10-Q. We urge you to carefully review those disclosures for a more complete discussion of the risks of an investment in our securities.
Investor Relations:
John Cummings
Sr. Director, FP&A & IR
(765) 262-2898
john.cummings@onewabash.com
