WABASH NATIONAL Corp
For the period ended Dec 31, 2025. Filed Feb 18, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 18, 2026
WNC$10.91-1.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-18.
0000879526-25-000012
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-18.
0000879526-26-000036
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 141 previous paragraphs and 139 current paragraphs.
72 unchanged; 62 reworded; 5 added; 6 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
(1)Trailer shipments for 2025 and 2024 do not include TaaS units transferred of 1,262 and 63 units, respectively.
Current report
General and administrative expenses were $(286.8) million in 2025, which decreased $867.5 million, or 149.4%, compared to 2024. The year-over-year decrease was primarily driven by developments related to the Product Liability Matter, as defined and further described in Note 15 to the Consolidated Financial Statements. In 2024, Wabash recorded a $450 million loss related to this matter. In 2025, following a reduction in the judgment, the Company recognized a $418 million gain. This favorable impact was partially offset by an increase in employee-related general and administrative costs, including wages, benefits, and incentive compensation programs, of approximately $8.7 million. As a percentage of net sales, general and administrative expenses were (18.6)% in 2025 compared to 29.8% in 2024. The year-over-year change as a percentage of net sales was primarily attributable to the impact of the Product Liability Matter.
Current report
Impairment and other, net was a net loss of $13.6 million during 2025 and a net loss of $0.5 million during 2024. Activity during the current year period primarily related to the Company’s announcement of its plan to idle its facilities in Little Falls, Minnesota and in Goshen, Indiana. The Company reviewed the asset group for impairment and as a result, machinery and equipment assets at the Little Falls, Minnesota facility previously valued at $17.2 million were determined to have a fair value of $3.8 million, resulting in a $13.4 million impairment charge recognized in the fourth quarter of 2025. Little Falls, Minnesota production is a part of the Transportation Solutions segment. The review of the Goshen, Indiana asset group , which also is a part of the Transportation Solutions segment, did not result in an impairment.
Current report
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.
Current report
For the year ended December 31, 2025, we had payments of principal totaling $82.4 million and borrowings of principal totaling $127.4 million under the Revolving Credit Agreement. As of December 31, 2025, there was $45.0 million outstanding.
Removed paragraphs (6)
Previous report
Additionally, Wabash views remanufacturing as an opportunity to help customers extend the useful life of their equipment, which reduces the amount of raw materials needed to produce new machinery. In 2023, revenue from remanufacturing totaled approximately $12.8 million (an increase of 23.1% from 2022).
Previous report
▪On July 15, 2022, the National Highway Traffic Safety Administration (“NHTSA”) issued the final rule to upgrade Federal Motor Vehicle Safety Standard (“FMVSS”) No. 223, ‘‘Rear impact guards,’’ and FMVSS No. 224, ‘‘Rear impact protection,’’ which together provide protection for occupants of passenger vehicles in crashes into the rear of trailers. This final rule adopts requirements of Canada Motor Vehicle Safety Standard (“CMVSS”) No. 223, ‘‘Rear impact guards’’ for energy absorption, loadings, and the definition for rear extremity. Additionally, it defines requirements for maintaining load paths during the energy absorption test. The final rule became effective on January 11, 2023, with a compliance date of July 15, 2024. All Wabash van, tank, and platform trailer products were certified to be compliant with the final rule before July 2024 when the rule enforcement began.
Previous report
The following table sets forth certain operating data as a percentage of net sales for the periods indicated:
Previous report
General and administrative expenses were $580.7 million in 2024, an increase of $434.0 million, or 295.9%, compared to 2023. The increase from the prior year period was due to an increase in professional and outside services costs of $447.3 million, which includes the estimated liability of $450.0 million for the Product Liability Matter, as defined and further described in Note 14 in the Notes to Consolidated Financial Statements. This was partially offset by a decrease in general and administrative employee-related costs, including benefits and incentive programs, of approximately $14.4 million. As a percentage of sales, general and administrative expenses were 29.8% for the 2024 period as compared to 5.8% for the same period of 2023. The overall increase in general and administrative expenses as a percentage of net sales was primarily attributable to the Product Liability Matter.
Previous report
Impairment and other, net was a net loss of $0.5 million during 2024 and a net loss of $0.2 million during 2023. Activity during the current year period primarily related to the impairment of $1.0 million of construction-in-progress projects that were no longer expected to be completed and the write-off of certain property, plant, and equipment and IT-related assets. These items were partially offset by the sale of a building (and the related land) as further described in Note 21 in the Notes to Consolidated Financial Statements, which resulted in a gain of approximately $0.5 million.
Previous report
Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Agreement, amounted to $421.9 million as of December 31, 2024 and $516.1 million as of December 31, 2023, a decrease of $94.2 million (or 18%). The decrease from the prior year is primarily attributable to a lower cash balance at December 31, 2024, due to a reduction in cash provided by operating activities in 2024 versus 2023. The decrease from the prior year is primarily attributable to a lower cash balance at December 31, 2024, due to a reduction in cash provided by operating activities in 2024 versus 2023. For the year ended December 31, 2024, we had payments of principal totaling $0.9 million and borrowings of principal totaling $0.9 million under the Revolving Credit Agreement. As of December 31, 2024, there were no amounts outstanding.
Reworded paragraphs (62)
Previous wording
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the matters that we consider to be important to understanding the results of our operations for the years ending December 31, 2024 and December 31, 2023. In addition, we address our capital resources and liquidity as of December 31, 2024. Our discussion begins with our assessment of the condition of the North American trailer industry along with a summary of the actions we have taken to strengthen the Company. We then analyze the results of our operations for the last two years, including trends in the overall business and our operating segments, followed by a discussion of our cash flows and liquidity, capital market events, our debt obligations, and our contractual commitments. We conclude with a review of critical accounting judgments and estimates and information on recent accounting pronouncements that we adopted during the year, if any, as well as those not yet adopted that may have an impact on our financial accounting practices, if any.
Current wording
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the matters that we consider to be important to understanding the results of our operations for the years ending December 31, 2025 and December 31, 2024. In addition, we address our capital resources and liquidity as of December 31, 2025. Our discussion begins with our assessment of the condition of the North American trailer industry along with a summary of the actions we have taken to strengthen the Company. We then analyze the results of our operations for the last two years, including trends in the overall business and our operating segments, followed by a discussion of our cash flows and liquidity, capital market events, debt obligations, and contractual commitments. We conclude with a review of critical accounting judgments and estimates and information on recent accounting pronouncements that we adopted during the year, if any, as well as those not yet adopted that may have a material impact on our financial accounting practices, if any.
Previous wording
For discussion of results of operations for the year ended December 31, 2023 compared to the results of operations for the year ended December 31, 2022, see Part II, Item 7,—”Management's Discussion and Analysis of Financial Condition and Results of Operations” of our 2023 Annual Report on Form 10-K, filed with the SEC on February 22, 2024.
Current wording
For a discussion of results of operations for the year ended December 31, 2024 compared to the results of operations for the year ended December 31, 2023, see Part II, Item 7,—”Management's Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Annual Report on Form 10-K, filed with the SEC on February 18, 2025.
Previous wording
In 2024, the company continued to build on our record setting financial and strategic accomplishments of 2023 by demonstrating improved resilience during an industry down-cycle and maintaining a forward posture by continuing to invest in strategic growth in a manner that's unprecedented relative to market conditions. Operating loss in 2024 totaled $356.1 million and the operating margin was (18.3)%. The Company’s operating loss includes a $450.0 million non-cash charge for punitive damages stemming from the Product Liability Matter as further described in Note 14 in the Notes to Consolidated Financial Statements. Additional discussion related to financial results are included in the “Results of Operations” section below.
Current wording
In 2025, the company continued to build on our strategic accomplishments of 2024 by demonstrating improved resilience during an industry down-cycle and maintaining a forward posture by continuing to invest in strategic growth in a manner that's unprecedented relative to market conditions. Operating profit in 2025 totaled $307.5 million and the operating margin was 19.9%. The Company’s operating profit includes a $418.6 million non-cash charge for punitive damages stemming from the Product Liability Matter as further described in Note 15 in the Notes to Consolidated Financial Statements. Additional discussion related to financial results are included in the “Results of Operations” section below.
Previous wording
Throughout 2024, we have continued to create more points of connection with our customers with greater focus on Parts & Services as well as innovative offerings like Trailers as a Service (TaaS)℠ that allow us to add recurring, longer-term value beyond an initial transaction. These advancements have not only deepened our customer engagement but have also enriched our collaborations with supplier and technology partners. We have solidified specific partnerships that are enabling us to grow our recurring revenue within the transportation, logistics and infrastructure ecosystem. Our Wabash Parts joint venture rapidly established significant distribution capabilities that allow our dealer network efficient access to our comprehensive portfolio of aftermarket parts. Linq Venture Holdings, LLC continues to play a crucial role in advancing our digital capabilities, which aim to revolutionize the online experience for our dealers, traditional and non-traditional suppliers of both parts and services and a broad set of customers spanning across the vast transportation and logistics landscape. Additionally, our 2023 investment to add 20% more dry van manufacturing capacity has reinforced our go-to-market strategy with a portfolio-based selling approach that leverages the breadth of our products.
Current wording
Throughout 2025, we have continued to create more points of connection with our customers with greater focus on Parts & Services as well as innovative offerings like Trailers as a Service (TaaS)℠ that allow us to add recurring, longer-term value beyond an initial transaction. These advancements have not only deepened our customer engagement but have also enriched our collaborations with supplier and technology partners. We have solidified specific partnerships that are enabling us to grow our recurring revenue within the transportation, logistics and infrastructure ecosystem. Our Wabash Parts joint venture rapidly established significant distribution capabilities that allow our dealer network efficient access to our comprehensive portfolio of aftermarket parts. In 2025, Wabash exercised its option to acquire its joint venture partner’s 51% membership interest in Linq Venture Holdings, LLC, a transaction that makes it a wholly-owned subsidiary. Linq Venture Holdings, LLC continues to play a crucial role in advancing our digital capabilities, which aim to revolutionize the online experience for our dealers, traditional and non-traditional suppliers of both parts and services and a broad set of customers spanning across the vast transportation and logistics landscape. Additionally, our 2023 investment to add 20% more dry van manufacturing capacity at our Lafayette facility has reinforced our go-to-market strategy with a portfolio-based selling approach that leverages the breadth of our products.
Previous wording
Throughout 2024, we demonstrated our commitment to being responsible stewards of the business by maintaining a balanced approach to capital allocation. The resilience of our operations and our strong financial position provided us the opportunity to take specific actions as part of our ongoing commitment to prudently manage the overall financial risks of the Company, returning capital to our shareholders, and deleveraging our balance sheet. These actions included repurchasing $64.4 million (inclusive of excise tax) of common stock under the share repurchase program approved by our Board of Directors and paying dividends of $14.8 million. In addition, as further described in the “Liquidity and Capital Resources” section below, in September 2022 we amended our Revolving Credit Agreement. The amendment increased the total credit facility to $350 million, extended the maturity to September 2027, which is the nearest maturity date of our long-term debt, and as of December 31, 2024, there were no amounts 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
Throughout 2025, we demonstrated our commitment to being responsible stewards of the business by maintaining a balanced approach to capital allocation. The resilience of our operations and our strong financial position provided us the opportunity to take specific actions as part of our ongoing commitment to prudently manage the overall financial risks of the Company, returning capital to our shareholders, and optimizing our capital structure for long-term growth. These actions included repurchasing $30.9 million (inclusive of excise tax) of common stock under the share repurchase program approved by our Board of Directors and paying dividends of $13.8 million. In addition, as further described in the “Liquidity and Capital Resources” section below, in September 2022 we amended our Revolving Credit Agreement. The amendment increased the total credit facility to $350 million, extended the maturity to September 2027, which is the nearest maturity date of our long-term debt, and as of December 31, 2025, there was $45.0 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.
Previous wording
Safety/Morale. The safety of our employees is our number one priority. We demonstrate this core value by working on innovations to protect the people who operate our equipment and partnering with others to promote higher standards in transportation and manufacturing. We continually focus on reducing the severity and frequency of workplace injuries to create a safe environment for our employees and minimize workers compensation costs. We believe that our improved environmental, health, and safety management translates into higher labor productivity and lower costs as a result of less time away from work and improved system management. See the “Human Capital Resources and Management” section in Part I, Item 1, "Business" of this Annual Report on Form 10-K for additional detail on our commitment to safety and human capital.
Current wording
Safety/Morale. The safety of our employees is a core value. We demonstrate this core value by working on innovations to protect the people who operate our equipment and partnering with others to promote higher standards in transportation and manufacturing. We continually focus on reducing the severity and frequency of workplace injuries to create a safe environment for our employees and minimize workers compensation costs. We believe that our improved environmental, health, and safety management translates into higher labor productivity and lower costs as a result of less time away from work and improved system management. See the “Human Capital Resources and Management” section in Part I, Item 1, "Business" of this Annual Report on Form 10-K for additional detail on our commitment to safety and human capital.
Previous wording
Quality. Our commitment to quality and safety is backed by a robust concern reporting system and associated processes. Any Wabash employee can report a potential safety-related concern that could cause unreasonable risk of harm to our customers. Potential or reported safety concerns are routed to a cross-functional Product Safety Team that includes members from Quality, Warranty, Engineering, Sales and Strategic Sourcing. The Product Safety Team investigates submissions and serves as an initial filter of potential safety issues. Issues that need to be escalated are sent to the Product Safety Council, which consists of executive team members who will coach and give final direction to the Product Safety Team. We monitor product quality on a continual basis through a number of means for both internal and external performance as follows:
Current wording
Quality. Our commitment to quality and safety is backed by a robust concern reporting system and associated processes. Any Wabash employee can report a potential safety-related concern that could cause an unreasonable risk of harm. Potential or reported safety concerns are routed to a cross-functional Product Safety Team that includes members from Quality, Warranty, Engineering, Sales and Strategic Sourcing. The Product Safety Team investigates submissions and serves as an initial filter of potential safety issues. Issues that need to be escalated are sent to the Product Safety Council, which consists of executive team members who will coach and give final direction to the Product Safety Team. We monitor product quality on a continual basis through a number of means for both internal and external performance as follows:
Previous wording
▪External performance. We actively track our warranty claims and costs to identify and drive improvement opportunities in quality and reliability for our customers. Early life-cycle warranty claims for our van trailers are trended for performance monitoring. Using a unit-based warranty reporting process to track performance and document failure rates, early life-cycle warranty units per 100 van trailers shipped averaged approximately 2.8, 2.6, and 1.8 units in 2024, 2023 and 2022, respectively. Continued low claim rates have been driven by our successful execution of continuous improvement programs centered on process variation reduction and responding to the input from our customers. We expect that these activities will continue to allow us to manage our total warranty cost profile.
Current wording
▪External performance. We actively track our warranty claims and costs to identify and drive improvement opportunities in quality and reliability for our customers. Early lifecycle warranty claims for our van trailers are trended for performance monitoring. Using a unit-based warranty reporting process to track performance and document failure rates, early lifecycle warranty units per 100 van trailers shipped averaged approximately 2.5, 2.8, and 2.6 units in 2025, 2024 and 2023, respectively. Continued low claim rates have been driven by our successful execution of continuous improvement programs centered on process variation reduction and responding to the input from our customers. We expect that these activities will continue to allow us to manage our total warranty cost profile.
Previous wording
▪Through deployment of the Wabash Management System (“WMS”), all of our business reporting segments have focused on increasing velocity at all our manufacturing locations. We have engaged in extensive lean training and over the last three years have deployed purposeful capital to accelerate our productivity initiatives.
Current wording
▪Through deployment of the Wabash Management System (“WMS”), all of our business reporting segments have focused on increasing velocity at all our manufacturing locations. We have engaged in extensive lean training and over the last several years have deployed purposeful capital to accelerate our productivity initiatives.
Previous wording
Environment. We have been on a sustainability journey since the Company’s inception. Uniquely incentivized to improve product designs by utilizing new composite materials to reduce the weight and improve the durability of our products, we are a leader in creating value for customers by facilitating improved fuel efficiency and ensuring the quality and longevity of our equipment. We commit to our employees, customers and shareholders to manage all of our business activities in a responsible manner with respect for the environment through pollution prevention and with our highest priority being the health and safety of our employees. Energy conservation efforts are another critical part of our commitment to continuous improvement and environmental stewardship, and we require energy conservation efforts across all of our facilities. This policy includes improving operational efficiency as well as upgrading to energy-conserving equipment where possible.
Current wording
Environment. We have been on a sustainability journey since the Company’s inception. Uniquely incentivized to improve product designs by utilizing new composite materials to reduce the weight and improve the durability of our products, we are a leader in creating value for customers by facilitating improved fuel efficiency and ensuring the quality and longevity of our equipment. We commit to our employees, customers, and shareholders to conduct our business responsibly, protect the environment through pollution prevention, and uphold employee health and safety as a core company value. Energy conservation efforts are another critical part of our commitment to continuous improvement and environmental stewardship, and we drive energy conservation efforts across all of our facilities. This policy includes improving operational efficiency as well as upgrading to energy-conserving equipment where possible.
Previous wording
We demonstrate our commitment to sustainability by maintaining ISO 14001 registration of our Environmental Management System at our Lafayette, Indiana; Cadiz, Kentucky; San José Iturbide, Mexico; and Harrison, Arkansas locations. In 2005, our Lafayette, Indiana facility was one of the first trailer manufacturing operations in the world to be ISO 14001 registered. Being ISO 14001 registered requires us to demonstrate quantifiable and third-party verified environmental improvements. In addition, our San José Iturbide, Mexico facility was recognized with Clean Industry certification from Mexico’s Federal Agency of Environmental Protection for adhering to environmental care in its manufacturing processes.
Current wording
We demonstrate our commitment to sustainability by maintaining ISO 14001 registration of our Environmental Management System at our Lafayette, Indiana; Cadiz, Kentucky; San José Iturbide, Mexico; and Harrison, Arkansas locations. In 2005, our Lafayette, Indiana facility was one of the first trailer manufacturing operations in the world to be ISO 14001 registered. Being ISO 14001 registered requires us to demonstrate quantifiable and third-party verified environmental improvements.
Previous wording
During 2023, our recycling programs and use of recycled materials saved 336,000 cubic yards of landfill space (a decrease of 2.7% from 2022), 82,122,000 kilowatt-hours of electricity (a decrease of 4.2% from 2022), 80,000 metric tons of greenhouse gas emissions (a decrease of 3.6% from 2022), and 40,000 mature trees (an increase of 6.1% from 2021). In addition, in December 2024, we were recognized among Newsweek’s America’s Most Responsible Companies 2025.
Current wording
During 2024, our recycling programs and use of recycled materials saved 213,000 cubic yards of landfill space, 53,000,000 kilowatt-hours of electricity, 57,800 metric tons of greenhouse gas emissions, and 31,600 mature trees. In addition, in December 2025, we were recognized among Newsweek’s America’s Most Responsible Companies 2026.
Previous wording
In addition, manufacturers across multiple industries choose our proprietary DuraPlate® composite technology for its versatility and strength. Each DuraPlate® panel and product contains between 15% and 30% post-consumer resin (“PCR”). By using PCR in the manufacture of DuraPlate®, Wabash has diverted the equivalent of more than 1.86 billion plastic bottles from landfills including 127 million bottles in 2023. Furthermore, at the end of the product lifespan, DuraPlate® is recyclable.
Current wording
In addition, manufacturers across multiple industries choose our proprietary DuraPlate® composite technology for its versatility and strength. Each DuraPlate® panel and product contains between 15% and 30% post-consumer resin (“PCR”). By using PCR in the manufacture of DuraPlate®, Wabash has diverted the equivalent of more than 1.93 billion plastic bottles from landfills including 75.4 million bottles in 2024. Furthermore, at the end of the product lifespan, DuraPlate® is recyclable.
Previous wording
Trucking in the U.S., according to the American Trucking Association (“ATA”), was estimated to be a $906 billion industry in 2024, representing a decrease of approximately 4% from ATA’s 2023 estimate. Trailer demand is a direct function of the amount of freight to be transported. To monitor the state of the industry, we evaluate a number of indicators related to trailer manufacturing and the transportation industry. Recent trends we have observed include the following:
Current wording
Trailer demand is a direct function of the amount of freight to be transported. To monitor the state of the industry, we evaluate a number of indicators related to trailer manufacturing and the transportation industry. Recent trends we have observed include the following:
Previous wording
Transportation / Trailer Cycle. The trailer industry generally follows the transportation industry cycles. The most recent estimates from industry forecasters ACT Research Co. (“ACT”) and FTR Associates (“FTR”) indicate total United States trailer production levels for 2024 of approximately 235,000 and 224,000, respectively, which represents a decrease of approximately 26.1% and 28.7%, respectively, from 2023 production levels.
Current wording
Transportation / Trailer Cycle. The trailer industry generally follows the transportation industry cycles. The most recent estimates from industry forecasters ACT Research Co. (“ACT”) and FTR Associates (“FTR”) indicate total United States trailer production levels for 2025 of approximately 196,000 and 195,000, respectively, which represents a decrease of approximately 16.6% and 15.2%, respectively, from 2024 production levels.
Previous wording
Current estimates from ACT and FTR for 2025 United States trailer production are 217,000 and 234,000, respectively, representing a decrease of approximately 7.7% and an increase of 4.5%, respectively, versus 2024. These estimates are generally in-line with our expectations as trailer manufacturers manage a continued softening of 2025 demand compared to previous years.
Current wording
Current estimates from ACT and FTR for 2026 United States trailer production are 183,000 and 180,000, respectively, representing a decrease of approximately 6.6% and a decrease of 7.7%, respectively, versus 2025. These estimates are generally in-line with our expectations as trailer manufacturers manage a continued weak of 2026 demand compared to previous years due to the continuing freight recession.
Previous wording
ACT is forecasting annual new trailer production levels for 2026, 2027, 2028, and 2029 of approximately 255,000, 302,000, 307,000, and 289,000, respectively. In addition, FTR is forecasting annual new trailer production levels of 280,000 in 2026. These estimates are generally more consistent with historical trailer industry production levels, and in some years higher than historical production levels. However, overall economic uncertainty and softening demand in the industry for certain of our products could continue to impact these estimates. This uncertainty and softening are evident in the ACT and FTR forecasts, particularly for 2025 production. However, we believe that our strategic plan and actions taken over the last several years have positioned us to remain well-suited to adapt to changes in the industry and demand environment due to our strong balance sheet, liquidity profile, and diversification.
Current wording
ACT is forecasting annual new trailer production levels for 2027, 2028, 2029, and 2030 of approximately 257,000, 297,000, 307,000, and 299,000, respectively. In addition, FTR is forecasting annual new trailer production for 2027, 2028, 2029 of approximately 231,000, 291,000, and 298,000, respectively. These estimates are generally more consistent with historical trailer industry production levels, and in some years higher than historical production levels. However, overall economic uncertainty and continued soft demand in the industry for certain of our products could continue to impact these estimates. This uncertainty and softness are evident in the ACT and FTR forecasts, particularly for 2026 production. However, we believe that our strategic plan and actions taken over the last several years have positioned us to remain well-suited to adapt to changes in the industry and demand environment due to our strong balance sheet, liquidity profile, and diversification.
Previous wording
▪On December 3, 2019, CARB issued an official advisory notifying trailer manufacturers that CARB will be suspending enforcement of GHG2 trailer requirements and will provide at least a six-month written notice prior to commencement of enforcing GHG2. If we were to receive CARB’s six-month advance notice of enforcement, more stringent van trailer standards became effective in model year 2024 and would again in model year 2027—requiring more advanced fuel efficiency technologies, such as rear boat tails and higher percentage improvement side skirts and tires. CARB continues to suspend enforcement as a six-month written notice has not been issued. We will continue to monitor the status of the regulation.
Current wording
▪On December 3, 2019, CARB issued an official advisory notifying trailer manufacturers that CARB will be suspending enforcement of GHG2 trailer requirements and will provide at least a six-month written notice prior to commencement of enforcing GHG2. If we were to receive CARB’s six-month advance notice of enforcement, more stringent van trailer standards would potentially become effective for various model years—requiring more advanced fuel efficiency technologies, such as rear boat tails and higher percentage improvement side skirts and tires. CARB continues to suspend enforcement as a six-month written notice has not been issued. We will continue to monitor the status of the regulation.
Previous wording
▪CARB Advanced Clean Fleet (“ACF”) legislation sets requirements for organizations to reduce the overall emissions of the vehicle fleets they operate. These standards applied to fleets owned and operated by Wabash at the Moreno Valley and Perris, California facilities as well as many Wabash customers who own and operate fleets in California. However, CARB recently withdrew a waiver request from EPA and will not enforce ACF regulations for high-priority (large commercial) and drayage fleets. State and local government fleets remain subject to the regulation.
Current wording
▪CARB Advanced Clean Fleet (“ACF”) legislation sets requirements for organizations to reduce the overall emissions of the vehicle fleets they operate. These standards applied to fleets owned and operated by Wabash at the Moreno Valley and Perris, California facilities as well as many Wabash customers who own and operate fleets in California. In early 2025, CARB withdrew a waiver request from EPA and will not enforce ACF regulations for high-priority (large commercial) and drayage fleets. State and local government fleets remain subject to the regulation.
Previous wording
▪CARB’s Advanced Clean Truck regulations impact the truck body chassis manufacturers that supply to Wabash by setting an annual zero emission sales requirement. This regulation, while being challenged by multiple states, is expected to drive larger market penetration of electric commercial trucks over the next 10 years as requirements are ramped up.
Current wording
▪CARB’s Advanced Clean Truck (“ACT”) regulations impact the truck body chassis manufacturers that supply to Wabash by setting an annual zero emission sales requirement. Congress has since revoked previously-issued waivers for CARB’s ACT through a Congressional Review Act. This regulation is being challenged by multiple states as well as the EPA and DOJ. However, CARB is continuing efforts to advance electric vehicle deployment and adoption and has issued a report outlining potential means for doing the same. Wabash will continue to monitor the lawsuits surrounding this regulation while gathering information from customers and suppliers regarding any continued push to drive larger market penetration of electric commercial trucks over the coming years beyond an immediate compliance-only driven solution.
Previous wording
▪EPA’s American Innovation and Manufacturing Act (“AIM”) continues to phase-down the production and consumption of hydrofluorocarbons (“HFCs”) in the United States. The AIM Act currently mandates that EPA provide Wabash with application-specific allowances to manufacture EcoNex™ Technology products. Such allowances operate to increase certainty that HFCs are made available to Wabash during the time that the application-specific provisions are active. EPA is evaluating extending the allocation program with a rule expected in 2025.
Current wording
▪EPA’s American Innovation and Manufacturing Act (“AIM”) continues to phase-down the production and consumption of hydrofluorocarbons (“HFCs”) in the United States. The AIM Act currently mandates that EPA provide Wabash with application-specific allowances to manufacture EcoNex™ Technology products. Such allowances operate to increase certainty that HFCs are made available to Wabash during the time that the application-specific provisions are active. EPA has extended the allocation program for another five years or through 2031. Wabash has not been impacted by any reduction in availability or increase in cost of HFCs and did not request allowances for 2026 based on current demand as well as existing inventory.
Previous wording
▪PFAS regulations are being developed and issued by EPA and various states. We are monitoring the regulations and their applicability to our operations and products.
Current wording
▪PFAS regulations are being developed and issued by EPA and various states. We are monitoring the regulations and their applicability to our operations and products. Minnesota’s Pollution Control Agency (“MPCA”) has issued a reporting requirement for manufacturers who distribute for sale into the state any product or component that contains intentionally-added PFAS. The MPCA regulation includes a ban on non-essential uses beginning in 2032. Wabash is working closely with its suppliers to understand whether any supplied components or materials contain any such PFAS under this regulation.
Previous wording
▪While EPA and NHTSA are unable to regulate trailers due to a previous ruling, which reduces the risk to trailer manufacturers in the near term, CARB continues to seek additional states to join their position in attempting to drive regulation at the state level.
Current wording
▪While EPA and the National Highway Traffic Safety Administration (“NHTSA”) are unable to regulate trailers due to a previous ruling, which reduces the risk to trailer manufacturers in the near term, CARB continues to seek additional states to join their position in attempting to drive regulation at the state level.
Previous wording
▪We expect that the majority of freight in our industry will continue to be moved by truck and, according to ATA, total freight transportation revenue is expected to increase from an estimated $906 trillion in 2024 to $1.46 trillion in 2035.
Current wording
▪We expect that the majority of freight in our industry will continue to be moved by truck and, according to ATA, total freight transportation revenue is expected to increase from an estimated $921 billion in 2025 to $1.46 trillion in 2035.
Previous wording
▪The expected transition from diesel tractors (and their coolant systems) to electric or fuel cell vehicles changes how heated or cooled trailers can regulate temperature. This creates a market need for alternate heating and cooling solutions.
Current wording
▪The ongoing transition from diesel tractors (and their coolant systems) to electric or fuel cell vehicles changes how heated or cooled trailers can regulate temperature. This creates a market need for alternate heating and cooling solutions.
Previous wording
▪Oversupply of refrigerated trailers in 2022-2023 has led to a surplus of inventory in the market, which put downward pressure on supply for the majority of 2024. The long-term outlook of the market still remains strong, and there is expected to be a return to normal levels by early or mid-2025.
Current wording
▪Oversupply of refrigerated trailers in 2022-2023 has led to a surplus of inventory in the market, which put downward pressure on supply since 2024. The long-term outlook of the market still remains strong, and is expected to follow the same industry trend as the total trailer market as demand softness subsides.
Previous wording
Net sales in 2024 decreased $589.8 million, or 23.3%, compared to 2023. By business segment, net sales prior to intersegment eliminations and related trailer units sold were as follows (dollars in thousands):
Current wording
Net sales in 2025 decreased $404.0 million, or 20.8%, compared to 2024. By business segment, net sales prior to intersegment eliminations and related trailer units sold were as follows (dollars in thousands):
Previous wording
TS segment sales, prior to the elimination of intersegment sales, were $1,755.1 million in 2024, a decrease of $583.5 million, or 24.9% compared to 2023. The decrease in sales was primarily due to a decline in shipments due to lower demand. New trailers shipped during 2024 totaled 32,100 compared to 44,450 trailers in prior year, a decrease of 27.8%. New truck bodies shipped during 2024 totaled 14,255 compared to 16,070 truck bodies in prior year, a decrease of 11.3%. The decrease in shipments was primarily driven by lower demand due to the softening freight market. Pricing did not see any significant year over year degradation due in part to our continued efforts to tie pricing to key commodity indicators, our curated customer portfolio, and improved pricing processes.
Current wording
TS segment sales, prior to the elimination of intersegment sales, were $1,344.4 million in 2025, a decrease of $410.8 million, or 23.4% compared to 2024. The decrease in sales was primarily due to a decline in shipments due to lower demand. New trailers shipped during 2025 totaled 27,770 compared to 32,100 trailers in prior year, a decrease of 13.5%. New truck bodies shipped during 2025 totaled 10,600 compared to 14,255 truck bodies in prior year, a decrease of 25.6%. The decrease in shipments was primarily driven by lower demand due to the softening freight market.
Previous wording
P&S segment sales, prior to the elimination of intersegment sales, were $205.1 million in 2024, a decrease of $15.8 million, or 7.2%, compared to 2023. The overall decrease in sales for this segment was due primarily to lower sales in our Process Systems and Components businesses of $13.0 million and $14.4 million, respectively, due to decreased demand. The overall decrease in sales was partially offset by higher sales within our Upfitting Solutions and Services business of $10.7 million.
Current wording
P&S segment sales, prior to the elimination of intersegment sales, were $237.1 million in 2025, an increase of $32.1 million, or 15.6%, compared to 2024. The overall increase in sales for this segment was due primarily to the growth of our Upfitting centers and our Trailers as a Service (TaaS)℠ offerings, which combined grew by $24.7 million compared to 2024.
Previous wording
Cost of sales was $1,681.7 million in 2024, a decrease of $356.6 million, or 17.5%, compared to 2023. 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 $1,472.8 million in 2025, a decrease of $208.8 million, or 12.4%, compared to 2024. 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 $1,537.5 million in 2024, a decrease of $361.2 million, or 19.0%, compared to 2023. The decrease in cost of sales, which was primarily driven by lower shipment volumes, resulted in a decrease in materials costs of $305.6 million, or 23.5%, a decrease in labor and employee related costs of $55.2 million, or 14.6%, along with a decrease in certain other manufacturing costs.
Current wording
TS segment cost of sales was $1,318.7 million in 2025, a decrease of $218.9 million, or 14.2%, compared to 2024. The decrease in cost of sales, which was primarily driven by lower shipment volumes, resulted in a decrease in materials costs of $133.7 million, or 13.5%, a decrease in labor and employee related costs of $46.7 million, or 15.8%, along with a decrease in certain other manufacturing costs.
Previous wording
P&S segment cost of sales, prior to the elimination of intersegment sales, was $157.6 million in 2024, a decrease of $4.9 million, or 3.0%, compared to 2023. The decrease in cost of sales, which was primarily driven by lower sales, resulted in a decrease in materials costs of $13.4 million, or 11.3%. This was partially offset by an increase in labor and employee related costs of $5.4 million, or 20.7%, and an increase in certain other overhead costs associated with growth initiatives within the segment.
Current wording
P&S segment cost of sales, prior to the elimination of intersegment sales, was $192.9 million in 2025, an increase of $35.3 million, or 22.4%, compared to 2024. The increase in cost of sales, which was primarily driven by higher sales, resulted in an increase in materials costs of $24.8 million, or 23.6%, offset by an increase in labor and employee related costs of $3.0 million, or 10.0%, and an increase in certain other overhead costs associated with increased sales and growth initiatives within the segment.
Previous wording
Gross profit was $265.1 million in 2024, a decrease of $233.1 million, or 46.8% from 2023. Gross profit as a percentage of sales, or gross margin, was 13.6% in 2024 as compared to 19.6% in 2023. Gross profit by segment was as follows (in thousands):
Current wording
Gross profit was $69.9 million in 2025, a decrease of $195.2 million, or 73.6% from 2024. Gross profit as a percentage of sales, or gross margin, was 4.5% in 2025 as compared to 13.6% in 2024. Gross profit by segment was as follows (in thousands):
Previous wording
TS segment gross profit was $217.6 million in 2024 compared to $439.9 million in 2023, a decrease of $222.2 million. Gross profit, as a percentage of net sales prior to the elimination of intersegment sales, was 12.4% in 2024 as compared to 18.8% in 2023, a decrease of 6.4%. The overall decrease in gross profit from the prior year period was primarily driven by the decline in shipments across all of our product lines. Various fixed costs that remained constant reduced gross profit as a percentage of net sales.
Current wording
TS segment gross profit was $25.7 million in 2025 compared to $217.6 million in 2024, a decrease of $191.9 million. Gross profit, as a percentage of net sales prior to the elimination of intersegment sales, was 1.9% in 2025 as compared to 12.4% in 2024, a decrease of 10.5%. The overall decrease in gross profit from the prior year period was primarily driven by the decline in shipments across all of our product lines. Conversion costs that did not decline as much as sales further reduced gross profit as a percentage of net sales.
Previous wording
P&S segment gross profit was $47.5 million in 2024 compared to $58.3 million in 2023. Gross profit, as a percentage of net sales prior to the elimination of intersegment sales, was 23.1% in 2024 compared to 26.4% in 2023, a decrease of 3.3%. The overall decrease in gross profit was primarily related to the year over year decrease in sales.
Current wording
P&S segment gross profit was $44.2 million in 2025 compared to $47.5 million in 2024. Gross profit, as a percentage of net sales prior to the elimination of intersegment sales, was 18.6% in 2025 compared to 23.1% in 2024, a decrease of 4.5%. The overall decrease in gross profit was primarily related additional costs associated with business growth and differences in the mix of revenues within the segment.
Previous wording
Selling expenses were $28.0 million in 2024, an increase of $1.5 million, or 5.7%, compared to 2023. The increase was primarily attributable to an increase in advertising and promotional expense of approximately $3.5 million, which is due in part to expenses incurred during the 2024 period related to our Ignite Conference. These increases were partially offset by a decrease in sales employee-related costs, including benefits and incentive programs, of approximately $1.7 million. As a percentage of net sales, selling expenses were 1.4% in 2024 compared to 1.0% in 2023. The overall increase in selling expenses as a percentage of net sales was primarily attributable to the increase in advertising and promotional expense, which outpaced the increase in sales.
Current wording
Selling expenses were $24.4 million in 2025, a decrease of $3.6 million, or 12.8%, compared to 2024. The decrease was primarily attributable to a decrease in advertising and promotional expense of approximately $3.1 million, which is due in part to expenses incurred during the 2024 period related to our Ignite Conference. As a percentage of net sales, selling expenses were 1.6% in 2025 compared to 1.4% in 2024. The overall increase in selling expenses as a percentage of net sales was primarily attributable to the decrease in sales outpacing the decrease in selling expenses.
Previous wording
Amortization of intangibles was $12.0 million in 2024 compared to $12.8 million in 2023. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. In 2024, certain technology-related intangible assets became fully amortized. There were no intangible assets that became fully amortized 2023.
Current wording
Amortization of intangibles was $11.2 million in 2025 compared to $12.0 million in 2024. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. In 2025, trademark intangibles acquired in conjunction with the Trailerhawk acquisition began amortization, and are included in the $11.2 million of spend in 2025 . There were certain technology-related intangible assets that became fully amortized 2024.
Previous wording
Interest expense in 2024 totaled $19.8 million compared to $19.9 million in 2023. Interest expense relates to interest and non-cash accretion charges on our Senior Notes and Revolving Credit Agreement. Interest expense in the current year period was lower than in the 2023 period due to lower average outstanding balances under the Revolving Credit Facility.
Current wording
Interest expense in 2025 totaled $21.3 million compared to $19.8 million in 2024. Interest expense relates to interest and non-cash accretion charges on our Senior Notes and Revolving Credit Agreement. Interest expense in the current year period increased compared to the 2024 period due to borrowing activities under the Revolving Credit Facility in 2025.
Previous wording
Other, net for 2024 represented income of $5.4 million as compared to income of $3.4 million for 2023. Income for both the current and prior year period primarily relates to interest income.
Current wording
Other, net for 2025 represented income of $4.0 million as compared to income of $5.4 million for 2024. Income for both the current and prior year period primarily relates to interest income.
Previous wording
We recognized income tax benefit of $93.5 million in 2024 compared to income tax expense of $62.8 million in 2023. The effective tax rate for 2024 was 24.8% compared to 21.3% for 2023. The effective tax rate for both 2024 and 2023 differs from the U.S. Federal statutory rate of 21.0% primarily due to the impact of state and local taxes and discrete items, including stock-based compensation. Net cash paid for income taxes in 2024 was $29.8 million compared to net cash paid during 2023 of $82.6 million.
Current wording
We recognized income tax expense of $71.5 million in 2025 compared to income tax benefit of $93.5 million in 2024. The effective tax rate for 2025 was 25.3% compared to 24.8% for 2024. The effective tax rate for both 2025 and 2024 differs from the U.S. Federal statutory rate of 21.0% primarily due to the impact of state and local taxes and discrete items, including stock-based compensation. Net cash refunds for income taxes in 2025 was $1.3 million compared to net cash paid during 2024 of $29.8 million.
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Previous report — wording carried elsewhere
Contractual coupon interest expense and accretion of discount and fees are included in Interest expense on the Company’s Consolidated Statements of Operations.