WABASH NATIONAL Corp

Previous wording

Net sales in the second quarter of 2025, decreased $91.8 million, or 16.7%, compared to the second quarter of 2024. By business segment, prior to the elimination of intercompany sales, sales and related units sold were as follows (dollars in thousands):

Current wording

Net sales in the third quarter of 2025, decreased $82.4 million, or 17.8%, compared to the third quarter of 2024. By business segment, prior to the elimination of intercompany sales, sales and related units sold were as follows (dollars in thousands):

Previous wording

TS segment sales, prior to the elimination of intersegment sales, were $400.2 million for the second quarter of 2025, a decrease of $98.5 million, or 19.7%, compared to the second quarter of 2024. New trailers shipped during the second quarter of 2025 totaled 8,640 trailers compared to 9,245 trailers in the prior year period, a decrease of 6.5%, which was primarily driven by lower dry van shipments. New truck bodies shipped during the second quarter of 2025 totaled 3,190 truck bodies compared to 3,925 truck bodies in the prior year period, a decrease of 18.7%.

Current wording

TS segment sales, prior to the elimination of intersegment sales, were $334.5 million for the third quarter of 2025, a decrease of $81.0 million, or 19.5%, compared to the third quarter of 2024. New trailers shipped during the third quarter of 2025 totaled 6,940 trailers compared to 7,585 trailers in the prior year period, a decrease of 8.5%, which was primarily driven by lower dry van shipments. New truck bodies shipped during the third quarter of 2025 totaled 3,065 truck bodies compared to 3,630 truck bodies in the prior year period, a decrease of 15.6%.

Previous wording

P&S segment sales, prior to the elimination of intersegment sales, were $59.7 million for the second quarter of 2025, an increase of $4.8 million, or 8.8%, compared to the second quarter of 2024. The overall increase in sales for this segment was due primarily to higher sales in our Services business of $6.9 million. The overall increase in sales was partially offset by lower sales within other P&S businesses.

Current wording

P&S segment sales, prior to the elimination of intersegment sales, were $61.0 million for the third quarter of 2025, an increase of $8.6 million, or 16.5%, compared to the third quarter of 2024. The overall increase in sales for this segment was due primarily to higher sales across all our P&S businesses, primarily our Services business of $5.2 million and the Aftermarket Parts business of $2.0 million.

Previous wording

Cost of sales was $417.4 million in the second quarter of 2025, a decrease of $43.5 million, or 9.4%, 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.

Current wording

Cost of sales was $365.9 million in the third quarter of 2025, a decrease of $42.1 million, or 10.3%, 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.

Previous wording

TS segment cost of sales was $371.6 million in the second quarter of 2025, a decrease of $52.4 million, or 12.4%, compared to the prior year period. The decrease in cost of sales, which was primarily driven by lower shipment volumes, was due to a decrease in material costs of $33.0 million, or 11.7%, along with a decrease in certain other manufacturing costs.

Current wording

TS segment cost of sales was $329.4 million in the third quarter of 2025, a decrease of $41.2 million, or 12.4%, compared to the prior year period. The decrease in cost of sales, which was primarily driven by lower shipment volumes, was due to a decrease in material costs of $18.1 million, or 7.7%, along with a decrease in certain other manufacturing costs.

Previous wording

P&S segment cost of sales was $46.9 million in the second quarter of 2025, an increase of $7.0 million, or 17.6%, compared to the prior year period. The increase in cost of sales was driven by an increase in material cost of $5.4 million due to the increase in sales, as well as an increase in depreciation and other overheads.

Current wording

P&S segment cost of sales was $50.3 million in the third quarter of 2025, an increase of $9.1 million, or 17.6%, compared to the prior year period. The increase in cost of sales was driven by an increase in material cost of $7.5 million due to the increase in sales, as well as an increase in other overheads.

Previous wording

Gross profit was $41.4 million in the second quarter of 2025, a decrease of $48.3 million from the prior year period. Gross profit as a percentage of net sales was 9.0% for the second quarter of 2025, compared to 16.3% for the same period in 2024. Gross profit by segment was as follows (dollars in thousands):

Current wording

Gross profit was $15.7 million in the third quarter of 2025, a decrease of $40.3 million from the prior year period. Gross profit as a percentage of net sales was 4.1% for the third quarter of 2025, compared to 12.1% for the same period in 2024. Gross profit by segment was as follows (dollars in thousands):

Previous wording

TS segment gross profit was $28.6 million for the second quarter of 2025 compared to $74.7 million for the second quarter of 2024. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 7.1% in the second quarter of 2025 compared to 15.0% in the comparative 2024 period. The overall decrease in gross profit from the prior year period was primarily driven by a decrease in new trailer shipments with our dry van products accounting for approximately $41.5 million of the decrease in gross profit.

Current wording

TS segment gross profit was $5.1 million for the third quarter of 2025 compared to $44.9 million for the third quarter of 2024. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 1.5% in the third quarter of 2025 compared to 10.8% in the comparative 2024 period. The overall decrease in gross profit from the prior year period was primarily driven by a decrease in new trailer shipments with our dry van products accounting for approximately $27.7 million of the decrease in gross profit.

Previous wording

P&S segment gross profit was $12.8 million for the second quarter of 2025 compared to $15.0 million for the second quarter of 2024. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 21.4% in the second quarter of 2025 compared to 27.3% in the 2024 period. The overall decrease in gross profit was primarily related to the increase in depreciation and other overheads, whose growth outpaced the increase in costs associated with higher sales.

Current wording

P&S segment gross profit was $10.6 million for the third quarter of 2025 compared to $11.1 million for the third quarter of 2024. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 17.4% in the third quarter of 2025 compared to 21.2% in the 2024 period. The overall decrease in gross profit was primarily related to the increase in overheads, whose growth outpaced the increase in costs associated with higher sales.

Previous wording

General and administrative expenses for the second quarter of 2025 increased $3.0 million, or 8.9%, from the prior year period. The increase from the prior year period was driven by the impacts of the Product Liability Matter. As a percentage of net sales, general and administrative expenses were 8.1% for the second quarter of 2025 compared to 6.2% for the second quarter of 2024. The overall increase in general and administrative expenses as a percentage of net sales was primarily attributable to the impacts of the Product Liability Matter in the second quarter.

Current wording

General and administrative expenses for the third quarter of 2025 decreased $529.6 million, or 110.5%, from the prior year period. The decrease from the prior year period was driven by the impacts of the Product Liability Matter. As a percentage of net sales, general and administrative expenses were (13.2)% for the third quarter of 2025 compared to 103.2% for the third quarter of 2024. The overall decrease in general and administrative expenses as a percentage of net sales was primarily attributable to the impacts of the Product Liability Matter in the third quarter. Excluding the impacts of the Product Liability Matter, general and administrative expenses as a percentage of net sales were 7.8% in the third quarter of 2025 as compared to 6.3% in the prior year period.

Previous wording

Selling expenses were $6.3 million in the second quarter of 2025, a decrease of $1.6 million, or 20.1%, compared to the prior year period. The decrease was primarily attributable to a decrease in advertising and promotional expenses of $1.3 million. As a percentage of net sales, selling expenses were 1.4% for the second quarter of 2025 compared to 1.4% for the second quarter of 2024.

Current wording

Selling expenses were $5.6 million in the third quarter of 2025, a decrease of $1.5 million, or 21.5%, compared to the prior year period. The decrease was primarily attributable to a decrease in advertising and promotional expenses of $1.2 million. As a percentage of net sales, selling expenses were 1.5% for the third quarter of 2025 compared to 1.5% for the third quarter of 2024.

Previous wording

Amortization of intangibles was $2.8 million during the second quarter of 2025 compared to $3.0 million in the prior year period. 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.

Current wording

Amortization of intangibles was $2.8 million during the third quarter of 2025 compared to $2.9 million in the prior year period. 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.

Previous wording

Interest expense totaled $5.3 million during the second quarter of 2025 and $4.9 million during the second quarter of 2024. Interest expense relates to interest and non-cash accretion charges on our Senior Notes due 2028 and Revolving Credit Agreement.

Current wording

Interest expense totaled $5.4 million during the third quarter of 2025 and $5.0 million during the third quarter of 2024. Interest expense relates to interest and non-cash accretion charges on our Senior Notes due 2028 and Revolving Credit Agreement.

Previous wording

Other, net for the second quarter of 2025 was nominal as compared to income of $1.6 million for the prior year period. Income for the current and prior year periods primarily relate to interest income.

Current wording

Other, net for the third quarter of 2025 was nominal as compared to income of $1.4 million for the prior year period. Income for the current and prior year periods primarily relate to interest income.

Previous wording

We recognized an income tax benefit of $2.7 million in the second quarter of 2025 compared to income tax expense of $9.8 million for the same period in the prior year. The effective tax rate for this period was 21.9% compared to a rate of 25.1% for the same period in the prior year. The effective tax rate for both the second quarter of 2025 and the second quarter of 2024 differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes.

Current wording

We recognized an income tax expense of $11.6 million in the third quarter of 2025 compared to income tax benefit of $108.4 million for the same period in the prior year. The effective tax rate for this period was 22.5% compared to a rate of 24.7% for the same period in the prior year. The effective tax rate for both the third quarter of 2025 and the third quarter of 2024 differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes.

Previous wording

Six Months Ended June 30, 2025 Compared with the Six Months Ended June 30, 2024

Current wording

Nine Months Ended September 30, 2025 Compared with the Nine Months Ended September 30, 2024

Previous wording

Net sales in the first six months of 2025 decreased $226.2 million, or 21.2%, compared to the first six months of 2024. By business segment, prior to the elimination of intercompany sales, sales and related units sold were as follows (dollars in thousands):

Current wording

Net sales in the first nine months of 2025 decreased $308.6 million, or 20.2%, compared to the first nine months of 2024. By business segment, prior to the elimination of intercompany sales, sales and related units sold were as follows (dollars in thousands):

Previous wording

TS segment sales, prior to the elimination of intersegment sales, were $747.0 million for the first six months of 2025, a decrease of $222.1 million, or 22.9%, compared to the first six months of 2024. New trailers shipped during the first six months of 2025 totaled 14,930 trailers compared to 17,745 trailers in the prior year period, a decrease of 15.9%, which was primarily driven by lower new trailer shipments (primarily dry vans). The decrease in new trailer shipments outpaced the increase in revenue per new trailer unit across all trailer product lines, driving the overall decrease in revenue. New truck bodies shipped during the first six months of 2025 totaled 6,190 truck bodies compared to 7,615 truck bodies in the prior year period, a decrease of 18.7%.

Current wording

TS segment sales, prior to the elimination of intersegment sales, were $1,081.5 million for the first nine months of 2025, a decrease of $303.1 million, or 21.9%, compared to the first nine months of 2024. New trailers shipped during the first nine months of 2025 totaled 21,869 trailers compared to 25,330 trailers in the prior year period, a decrease of 13.7%, which was primarily driven by lower new trailer shipments (primarily dry vans). New truck bodies shipped during the first nine months of 2025 totaled 9,257 truck bodies compared to 11,245 truck bodies in the prior year period, a decrease of 17.7%.

Previous wording

P&S segment sales, prior to the elimination of intersegment sales, were $111.7 million for the first six months of 2025, an increase of $7.6 million, or 7.3%, compared to the first six months of 2024. The overall increase in sales for this segment was due primarily to higher sales in our Services business of $10.3 million, partially offset by a decrease in sales within our Components business of $2.4 million.

Current wording

P&S segment sales, prior to the elimination of intersegment sales, were $172.7 million for the first nine months of 2025, an increase of $16.2 million, or 10.4%, compared to the first nine months of 2024. The overall increase in sales for this segment was due primarily to higher sales in our Services business of $15.4 million.

Previous wording

Cost of sales was $779.3 million in the first six months of 2025, a decrease of $120.5 million, or 13.4%, 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.

Current wording

Cost of sales was $1,145.2 million in the first nine months of 2025, a decrease of $162.6 million, or 12.4%, 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.

Previous wording

TS segment cost of sales was $710.0 million in the first six months of 2025, a decrease of $121.3 million, or 14.6%, compared to the prior year period. The decrease in cost of sales was primarily driven by lower shipment volumes and was due to a decrease in materials costs of $80.3 million, or 14.8%, along with a decrease in certain other manufacturing costs.

Current wording

TS segment cost of sales was $1,039.4 million in the first nine months of 2025, a decrease of $162.5 million, or 13.5%, compared to the prior year period. The decrease in cost of sales was primarily driven by lower shipment volumes and was due to a decrease in materials costs of $98.5 million, or 12.6%, along with a decrease in certain other manufacturing costs.

Previous wording

P&S segment cost of sales was $88.3 million in the first six months of 2025, an increase of $12.5 million, or 16.5%, compared to the prior period. The increase in cost of sales was primarily driven by higher sales and was due to an increase in materials costs of $7.0 million, or 13.4%, along with an increase in certain other manufacturing costs.

Current wording

P&S segment cost of sales was $138.6 million in the first nine months of 2025, an increase of $21.6 million, or 18.4%, compared to the prior period. The increase in cost of sales was primarily driven by higher sales and was due to an increase in materials costs of $14.5 million, or 18.3%, along with an increase in certain other manufacturing costs.

Previous wording

Gross profit was $60.4 million in the first six months of 2025, a decrease of $105.7 million from the prior year period. Gross profit as a percentage of net sales was 7.2% for the six months of 2025, compared to 15.6% for the same period in 2024. Gross profit by segment was as follows (dollars in thousands):

Current wording

Gross profit was $76.1 million in the first nine months of 2025, a decrease of $146.0 million from the prior year period. Gross profit as a percentage of net sales was 6.2% for the nine months of 2025, compared to 14.5% for the same period in 2024. Gross profit by segment was as follows (dollars in thousands):

Previous wording

TS segment gross profit was $37.0 million for the first six months of 2025 compared to $137.8 million for the first six months of 2024. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 5.0% in the first six months of 2025 compared to 14.2% in the comparative 2024 period. The overall decrease in gross profit from the prior year period was primarily driven by a decrease in new trailer shipments (primarily our dry van products), resulting in lost sales margins and lower absorption of fixed costs. This was partially offset by decreased fixed cost spending and net price favorability driven primarily by higher pricing across all product lines.

Current wording

TS segment gross profit was $42.1 million for the first nine months of 2025 compared to $182.7 million for the first nine months of 2024. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 3.9% in the first nine months of 2025 compared to 13.2% in the comparative 2024 period. The overall decrease in gross profit from the prior year period was primarily driven by a decrease in new trailer shipments (primarily our dry van products), resulting in lost sales margins and lower absorption of fixed costs. This was partially offset by decreased fixed cost spending.

Previous wording

General and administrative expenses for the first six months of 2025 decreased $338.3 million, or 478.9%, from the prior year period. The decrease from the prior year period was due driven by the impacts of the Product Liability Matter. As a percentage of net sales, general and administrative expenses were (31.9)% for the first six months of 2025 compared to 6.6% for the first six months of 2024. The overall decrease in general and administrative expenses as a percentage of net sales was primarily attributable to the impacts of the Product Liability Matter.

Current wording

General and administrative expenses for the first nine months of 2025 decreased $867.9 million, or 157.9%, from the prior year period. The decrease from the prior year period was due driven by the impacts of the Product Liability Matter. As a percentage of net sales, general and administrative expenses were (26.1)% for the first nine months of 2025 compared to 35.9% for the first nine months of 2024. The overall decrease in general and administrative expenses as a percentage of net sales was primarily attributable to the impacts of the Product Liability Matter. Excluding the impacts of the Product Liability Matter, general and administrative expenses as a percentage of net sales were 8.0% in the first nine months of 2025 compared to 6.6% in the first nine months of 2024.

Previous wording

Selling expenses were $12.7 million in the first six months of 2025, a decrease of $2.3 million, or 15.1%, compared to the prior year period. The decrease was primarily attributable to a decrease of advertising and promotional expenses of approximately $3.7 million. As a percentage of net sales, selling expenses were 1.5% for the first six months of 2025 compared to 1.4% for the first six months of 2024. The increase in selling expenses as a percentage of net sales was due in part to the decrease in revenue in the first six months of 2025.

Current wording

Selling expenses were $18.3 million in the first nine months of 2025, a decrease of $3.8 million, or 17.2%, compared to the prior year period. The decrease was primarily attributable to a decrease of advertising and promotional expenses of approximately $3.1 million. As a percentage of net sales, selling expenses were 1.5% for the first nine months of 2025 compared to 1.4% for the first nine months of 2024. The increase in selling expenses as a percentage of net sales was due in part to the decrease in revenue in the first nine months of 2025.

Previous wording

Amortization of intangibles was $5.6 million for the first six months of 2025 compared to $6.1 million during the first six months of 2024. 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 certain intangible assets recorded upon the acquisition of Supreme in September 2017.

Current wording

Amortization of intangibles was $8.4 million for the first nine months of 2025 compared to $9.1 million during the first nine months of 2024. 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 certain intangible assets recorded upon the acquisition of Supreme in September 2017.

Previous wording

Impairment and other, net was a nominal loss for the six month period ended June 30, 2025 compared to a net loss of $1.0 million in the prior year period. Activity during the prior year period primarily related to a second quarter impairment of a construction-in-progress project that is no longer expected to be completed.

Current wording

Impairment and other, net was a $0.1 million loss for the nine month period ended September 30, 2025 compared to a net loss of $0.9 million in the prior year period. Activity during the prior year period primarily related to a second quarter impairment of a construction-in-progress project that is no longer expected to be completed.

Previous wording

Interest expense totaled $10.3 million during the first six months of 2025 compared to $9.9 million in the prior year period. Interest expense relates to interest and non-cash accretion charges on our Senior Notes due 2028 and Revolving Credit Agreement.

Current wording

Interest expense totaled $15.7 million during the first nine months of 2025 compared to $14.9 million in the prior year period. Interest expense relates to interest and non-cash accretion charges on our Senior Notes due 2028 and Revolving Credit Agreement.

Previous wording

Other, net for the first six months of 2025 represented income of $1.6 million as compared to income of $3.2 million for the prior year period. Income for the current and prior year periods primarily relate to interest income.

Current wording

Other, net for the first nine months of 2025 represented income of $2.8 million as compared to income of $4.6 million for the prior year period. Income for the current and prior year periods primarily relate to interest income.

Previous wording

We recognized an income tax expense of $75.4 million in the first six months of 2025 compared to income tax expense of $16.2 million for the same period in the prior year. The effective tax rate for both this period and the prior year period was 25.4%. For the first six months of both 2025 and 2024, the effective tax rates differ from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes.

Current wording

We recognized an income tax expense of $87.0 million in the first nine months of 2025 compared to income tax benefit of $92.2 million for the same period in the prior year. The effective tax rate for both this period and the prior year period was 25.0%. For the first nine months of both 2025 and 2024, the effective tax rates differ from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes.

Previous wording

Our capital structure is comprised of a mix of debt and equity. As of June 30, 2025, our debt-to-equity ratio was approximately 1.1:1.0. Our long-term objective is to generate operating cash flows sufficient to support the growth within our businesses and increase shareholder value. This objective will be achieved through a balanced capital allocation strategy of sustaining strong liquidity, maintaining healthy leverage ratios, investing in the business, both organically and strategically, and returning capital to our shareholders. The Board of Directors has designated a Finance Committee for the primary purpose of assisting the Board in its oversight of the Company’s capital structure, financing, investment, and other financial matters of importance to the Company.

Current wording

Our capital structure is comprised of a mix of debt and equity. As of September 30, 2025, our debt-to-equity ratio was approximately 1.0:1.0. Our long-term objective is to generate operating cash flows sufficient to support business growth and enhance shareholder value. This objective will be achieved through a balanced capital allocation strategy of sustaining strong liquidity, maintaining healthy leverage ratios, investing in the business, both organically and strategically, and returning capital to our shareholders. The Board of Directors has designated a Finance Committee for the primary purpose of assisting the Board in its oversight of the Company’s capital structure, financing, investment, and other financial matters of importance to the Company.

Previous wording

During the first six months of 2025, in keeping with this balanced approach, we paid dividends of approximately $7.3 million and repurchased shares under our Board approved share repurchase program totaling $24.1 million (inclusive of excise tax). Our Revolving Credit Agreement has total revolving commitments of $350.0 million and a maturity date of September 2027, which is the nearest maturity date of our long-term debt. As of June 30, 2025, there was $40.0 million outstanding under the Revolving Credit Agreement. Collectively, these actions demonstrate our confidence in the financial outlook of the Company and our ability to generate cash flow, both near and long term, and reinforce our overall commitment to deliver shareholder value while maintaining the flexibility to continue to execute our strategic plan for profitable growth and diversification.

Current wording

During the first nine months of 2025, in keeping with this balanced approach, we paid approximately $10.5 million in dividends and repurchased shares under our Board approved share repurchase program totaling $30.3 million (inclusive of excise tax). Our Revolving Credit Agreement provides total revolving commitments of $350.0 million and matures in September 2027, which represents the nearest maturity date of our long-term debt. As of September 30, 2025, there was $25.0 million outstanding under the Revolving Credit Agreement. These actions reflect our confidence in the Company’s financial outlook and our ability to generate cash flow in both the near and long term. They also reinforce our commitment to delivering shareholder value while maintaining the flexibility to execute our strategic plan for profitable growth and diversification.

Previous wording

Our liquidity position, defined as cash on hand and available borrowing capacity under the Revolving Credit Agreement, amounted to $312.0 million as of June 30, 2025, a decrease of 18% compared to $380.9 million as of June 30, 2024 and a decrease of 26% from $421.9 million as of December 31, 2024. The decreases as of June 30, 2025 compared to both December 31, 2024 and June 30, 2024 were primarily attributable to lower available capacities on the Revolving Credit Agreement and lower cash balances as of June 30, 2025. For the remainder of 2025, we expect to continue our commitment to fund our working capital requirements, capital expenditures, and our Trailers as a Service (TAAS)SM initiative from operations or available borrowing capacity under the Revolving Credit Agreement (as needed). We will continue to maintain our assets to react to any economic and/or industry changes, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment, including to the softening of demand for certain of our products, to preserve the strength of our balance sheet, while prioritizing the safety of our employees and ensuring the liquidity and financial well-being of the Company.

Current wording

For the remainder of 2025, we expect to continue our commitment to fund our working capital requirements, capital expenditures, and our Trailers as a Service (TAAS)SM initiative through operating cash flows or available borrowing capacity under the Revolving Credit Agreement. We remain committed to maintaining our assets, adapting to economic and industry changes, and responsibly returning capital to our shareholders. We will continue to respond swiftly to evolving market conditions to preserve the strength of our balance sheet, while prioritizing employee safety and ensuring the Company’s liquidity and overall financial well-being.

Previous wording

We may redeem some or all of the Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.250% currently, 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 its 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.

Current wording

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 its 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.

Previous wording

Contractual coupon interest expense and accretion of fees for the Senior Notes for each three- and six-month period ended June 30, 2025 was $4.5 million and $0.2 million, and $9.0 million and $0.4 million, respectively. Contractual coupon interest expense and accretion of fees for the Senior Notes for each three- and six-month period ended June 30, 2024 was $4.5 million and $0.2 million, and $9.0 million and $0.3 million, respectively. Contractual coupon interest expense and accretion of fees for the Senior Notes are included in Interest expensein the Company’s Condensed Consolidated Statements of Operations.

Current wording

Contractual coupon interest expense and accretion of fees for the Senior Notes for each three- and nine-month period ended September 30, 2025 was $4.5 million and $0.2 million, and $13.5 million and $0.5 million, respectively. Contractual coupon interest expense and accretion of fees for the Senior Notes for each three- and nine-month period ended September 30, 2024 was $4.5 million and $0.2 million, and $13.5 million and $0.5 million, respectively. Contractual coupon interest expense and accretion of fees for the Senior Notes are included in Interest expensein the Company’s Condensed Consolidated Statements of Operations.

Previous wording

Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Agreement, amounted to $312.0 million as of June 30, 2025 and $421.9 million as of December 31, 2024.

Current wording

Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Agreement, amounted to $355.9 million as of September 30, 2025 and $421.9 million as of December 31, 2024.

Previous wording

During the three-month period ended June 30, 2025, we had payments of principal totaling $0.5 million and borrowings of principal totaling $20.5 million under the Revolving Credit Agreement. During the six-month period ended June 30, 2025, we had payments of principal totaling $0.9 million and borrowings of principal totaling $40.9 million. As of June 30, 2025, there was $40.0 million outstanding under the Revolving Credit Agreement.

Current wording

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.

Previous wording

During the three-month period ended June 30, 2024, we had payments of principal totaling $0.2 million and borrowings of principal totaling $0.2 million under the Revolving Credit Agreement. During the six-month period ended June 30, 2024, we had payments of principal totaling $0.4 million and borrowings of principal totaling $0.4 million. As of June 30, 2024, there were no amounts outstanding under the Revolving Credit Agreement.

Current wording

During the three-month period ended September 30, 2024, we had payments of principal totaling $0.3 million and borrowings of principal totaling $0.3 million under the Revolving Credit Agreement. During the nine-month period ended September 30, 2024, we had payments of principal totaling $0.7 million and borrowings of principal totaling $0.7 million. As of September 30, 2024, there were no amounts outstanding under the Revolving Credit Agreement.

Previous wording

Interest expense under the Revolving Credit Agreement for each three- and six-month period ended June 30, 2025 was approximately $0.6 million and $0.8 million, respectively. During each three- and six-month period ended June 30, 2024, interest expense was approximately $0.2 million and $0.4 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expensein the Company’s Condensed Consolidated Statements of Operations.

Current wording

Interest expense under the Revolving Credit Agreement for each three- and nine-month period ended September 30, 2025 was approximately $0.6 million and $1.5 million, respectively. During each three- and nine-month period ended September 30, 2024, interest expense was approximately $0.2 million and $0.6 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expensein the Company’s Condensed Consolidated Statements of Operations.