WABASH NATIONAL Corp

Previous wording

▪provisions of our Senior Notes which could discourage potential future acquisitions of us by a third party;

Current wording

▪provisions of our Senior Notes and our Convertible Notes which could discourage potential future acquisitions of us by a third party;

Previous wording

▪price and trading volume volatility of our common stock; and

Current wording

▪price and trading volume volatility of our common stock;

Previous wording

Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in this Quarterly Report. Important risks and factors that could cause our actual results to be materially different from our expectations include the factors that are disclosed in “Item 1A-Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Each forward-looking statement contained in this Quarterly Report reflects our management’s view only as of the date on which that forward-looking statement was made. We are not obligated to update forward-looking statements or publicly release the result of any revisions to them to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events, except as required by law.

Current wording

Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in this Quarterly Report. Important risks and factors that could cause our actual results to be materially different from our expectations include the factors that are disclosed in “Item 1A-Risk Factors” in this Quarterly Report on Form 10-Q. Each forward-looking statement contained in this Quarterly Report reflects our management’s view only as of the date on which that forward-looking statement was made. We are not obligated to update forward-looking statements or publicly release the result of any revisions to them to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events, except as required by law.

Previous wording

Net sales in the first quarter of 2026, decreased $77.7 million, or 20.4%, compared to the first quarter of 2025. 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 second quarter of 2026, decreased $41.6 million, or 9.1%, compared to the second quarter of 2025. 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 $250.2 million for the first quarter of 2026, a decrease of $96.6 million, or 27.9%, compared to the first quarter of 2025. New trailers shipped during the first quarter of 2026 totaled 5,378 trailers compared to 6,290 trailers in the prior year period, a decrease of 14.5%, which was primarily driven by lower dry van shipments. New truck bodies shipped during the first quarter of 2026 totaled 1,527 truck bodies compared to 3,000 truck bodies in the prior year period, a decrease of 49.1%.

Current wording

TS segment sales, prior to the elimination of intersegment sales, were $354.7 million for the second quarter of 2026, a decrease of $45.6 million, or 11.4%, compared to the second quarter of 2025. New trailers shipped during the second quarter of 2026 totaled 8,292 trailers compared to 8,043 trailers in the prior year period, an increase of 3.1%, which was primarily driven by higher dry van and platform shipments. New truck bodies shipped during the second quarter of 2026 totaled 1,380 truck bodies compared to 3,188 truck bodies in the prior year period, a decrease of 56.7% attributable to decreased demand.

Previous wording

P&S segment sales, prior to the elimination of intersegment sales, were $54.1 million for the first quarter of 2026, an increase of $2.1 million, or 4.1%, compared to the first quarter of 2025. The overall increase in sales for this segment was due primarily to higher sales within our Services business of $1.7 million and the Aftermarket Parts business of $2.6 million, partially offset by a lower sales within our Components business of $2.0 million.

Current wording

P&S segment sales, prior to the elimination of intersegment sales, were $63.4 million for the second quarter of 2026, an increase of $3.6 million, or 6.1%, compared to the second quarter of 2025. The overall increase in sales for this segment was primarily due to higher sales within our Process Systems business of $2.9 million and our Aftermarket Parts business of $1.3 million, partially offset by lower sales within our Components business of $1.2 million.

Previous wording

Cost of sales was $313.8 million in the first quarter of 2026, a decrease of $48.1 million, or 13.3%, 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.

Current wording

Cost of sales was $401.9 million in the second quarter of 2026, a decrease of $15.5 million, or 3.7%, 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

P&S segment cost of sales was $49.1 million in the first quarter of 2026, an increase of $7.8 million, or 18.8%, compared to the prior year period. The increase in cost of sales was driven by an increase in material cost of $4.2 million due to the increase in sales, as well as an increase in other overheads.

Current wording

P&S segment cost of sales was $54.0 million in the second quarter of 2026, an increase of $7.1 million, or 15.1%, compared to the prior year period. The increase in cost of sales was driven by an increase in material costs of $4.0 million in line with higher sales as well as an increase in lease expense and other start-up costs as we have continued to expand our parts and services network.

Previous wording

Gross profit was $(10.6) million in the first quarter of 2026, a decrease of $29.6 million from the prior year period. Gross profit as a percentage of net sales was (3.5)% for the first quarter of 2026, compared to 5.0% for the same period in 2025. Gross profit by segment was as follows (dollars in thousands):

Current wording

Gross profit was $15.3 million in the second quarter of 2026, a decrease of $26.1 million from the prior year period. Gross profit as a percentage of net sales was 3.7% for the second quarter of 2026, compared to 9.0% for the same period in 2025. Gross profit by segment was as follows (dollars in thousands):

Previous wording

TS segment gross profit was $(15.5) million for the first quarter of 2026 compared to $8.4 million for the first quarter of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was (6.2)% in the first quarter of 2026 compared to 2.4% in the comparative 2025 period. The overall decrease in gross profit from the prior year period was primarily driven by a decrease in shipments with our dry van and truck body products accounting for approximately $9.3 million and $17.8 million, respectively, of the decrease in gross profit.

Current wording

TS segment gross profit was $6.0 million for the second quarter of 2026 compared to $28.6 million for the second quarter of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 1.7% in the second quarter of 2026 compared to 7.1% in the comparative 2025 period. The overall decrease in gross profit from the prior year period was primarily driven by a decrease in shipments within our truck body and tank trailer businesses, partially offset by higher shipments of dry van and platform trailers.

Previous wording

P&S segment gross profit was $4.9 million for the first quarter of 2026 compared to $10.6 million for the first quarter of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 9.1% in the first quarter of 2026 compared to 20.4% in the 2025 period. The overall decrease in gross profit was primarily related to the increase in overheads due to facility start up, whose growth outpaced the increase in costs associated with higher sales, as well as lower sales within our Components business.

Current wording

P&S segment gross profit was $9.3 million for the second quarter of 2026 compared to $12.8 million for the second quarter of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 14.7% in the second quarter of 2026 compared to 21.4% in the 2025 period. The overall decrease in gross profit was primarily related to higher overhead costs, including lease expense and other start-up costs as we have continued to expand our parts and services network, which outpaced the increase in sales described above.

Previous wording

Amortization of intangibles was $2.7 million during the first quarter of 2026 compared to $2.8 million in the prior year period. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. The 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 $2.7 million during the second quarter of 2026 compared to $2.8 million in the prior year period. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. The insignificant decrease from the prior year period is related to continued amortization of certain intangible assets recorded upon the acquisition of Supreme in September 2017.

Previous wording

Interest expense totaled $6.2 million during the first quarter of 2026 and $5.0 million during the first quarter of 2025. Interest expense relates to interest and non-cash accretion charges on our Senior Notes and Revolving Credit Agreement.

Current wording

Interest expense totaled $6.7 million during the second quarter of 2026 and $5.3 million during the second quarter of 2025. Interest expense relates to interest and non-cash accretion charges on our Senior Notes and Revolving Credit Agreement. The increase from the prior year period is attributable to a higher average outstanding balance under our Revolving Credit Agreement.

Previous wording

TS segment cost of sales was $265.7 million in the first quarter of 2026, a decrease of $72.7 million, or 21.5%, 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 $45.8 million, or 21.3%, along with a decrease in certain other manufacturing costs.

Current wording

TS segment cost of sales was $614.4 million in the first six months of 2026, a decrease of $95.6 million, or 13.5%, compared to the prior year period. The decrease in cost of sales was primarily driven by lower shipment volumes and a decrease in materials costs of $43.5 million along with a decrease in certain other manufacturing costs including outside services and maintenance and repairs.

Previous wording

General and administrative expenses for the first quarter of 2026 increased $336.8 million, or 110.5%, from the prior year period. The increase from the prior year period was driven by the impacts of the reversal of charges associated with the Product Liability Matter in the first quarter of 2025. As a percentage of net sales, general and administrative expenses were 10.6% for the first quarter of 2026 compared to (80.0)% for the first quarter of 2025. The overall increase in general and administrative expenses as a percentage of net sales was primarily attributable to the reduction of punitive damages awarded in a lawsuit, Eileen Williams, Elizabeth Perkins, et al. v. Wabash National Corporation, et al., filed in the Circuit Court of the City of St. Louis, Missouri (the “Product Liability Matter”) in the first quarter of 2025. Excluding the impacts of the Product Liability Matter, general and administrative expenses as a percentage of net sales were 12.6% in the first quarter of 2026 as compared to 9.8% in the prior year period.

Current wording

General and administrative expenses for the first six months of 2026 increased $332.1 million, or 124.1%, from the prior year period. The increase from the prior year period was driven by the impacts of Eileen Williams, Elizabeth Perkins, et al. v. Wabash National Corporation, et al., filed in the Circuit Court of the City of St. Louis, Missouri (the “Product Liability Matter”). As a percentage of net sales, general and administrative expenses were 8.9% for the first six months of 2026 compared to (31.9)% for the first six months of 2025.

Previous wording

Selling expenses were $7.7 million in the first quarter of 2026, an increase of $1.3 million, or 21.0%, compared to the prior year period. The increase was primarily attributable to an increase in advertising and promotional expenses of $0.7 million. As a percentage of net sales, selling expenses were 2.5% for the first quarter of 2026 compared to 1.7% for the first quarter of 2025.

Current wording

Selling expenses were $14.1 million in the first six months of 2026, an increase of $1.3 million, or 10.5%, compared to the prior year period. The increase was primarily attributable to an increase in employee-related costs, including incentive and benefit programs, of $0.8 million, and advertising & promotional expenses of $0.4 million. As a percentage of net sales, selling expenses were 2.0% for the first six months of 2026 compared to 1.5% for the first six months of 2025. 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 2026.

Previous wording

Other, net for the first quarter of 2026 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 first six months of 2026 represented income of $0.7 million 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.

Previous wording

We recognized an income tax benefit of $13.0 million in the first quarter of 2026 compared to income tax expense of $78.1 million for the same period in the prior year. The effective tax rate for this period was 22.4% compared to a rate of 25.3% for the same period in the prior year. The effective tax rate for both the first quarter of 2026 and the first quarter of 2025 differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes. Net cash refunds for income taxes in the first quarter of 2026 were $10.3 million compared to net cash refunds of $0.2 million in the first quarter of 2025. The increase in net cash refunds in the first of quarter of 2026 compared to the same period of 2025 was due to timing of federal refunds from previously filed tax returns.

Current wording

We recognized an income tax benefit of $21.9 million in the first six months of 2026 compared to income tax expense of $75.4 million for the same period in the prior year. The effective tax rate for this period and the prior year period was 24.4% and 25.4%, respectively. For the first six months of both 2026 and 2025, the effective tax rates differ from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes. Net cash refunds for income taxes during the first six months of 2026 were $10.1 million compared to net cash taxes paid of $0.2 million during the first six months of 2025. The net cash refunds during the first six months of 2026 compared to net cash taxes paid during the prior year period was due to timing of federal refunds from previously filed tax returns.

Previous wording

Our capital structure is comprised of a mix of debt and equity. As of March 31, 2026, our debt-to-equity ratio was approximately 1.6:1.0. 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. Our Board of Directors designated a Finance Committee to assist the Board in overseeing the Company’s capital structure, financing, investment, and other financial matters of importance.

Current wording

Our capital structure is comprised of a mix of debt and equity. As of June 30, 2026, our debt-to-equity ratio was approximately 1.8:1.0. 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. Our Board of Directors designated a Finance Committee to assist the Board in overseeing the Company’s capital structure, financing, investment, and other financial matters of importance.

Previous wording

During the first three months of 2026, in keeping with this balanced approach, we paid approximately $3.5 million in quarterly dividends to common stock shareholders. Additionally, as described in the “Debt Agreements and Related Amendments” section below, in September of 2022 we amended our Revolving Credit Agreement. The amendment increased the total revolving commitments to $350.0 million and extended the maturity to September 2027, the nearest maturity date of our long-term debt. As of March 31, 2026, there was $100.0 million outstanding under the Revolving Credit Agreement. Collectively, these demonstrate our confidence in the Company’s long-term financial outlook and ability to generate cash flow both near and long term. They reinforce our commitment to delivering shareholder value while maintaining the flexibility to execute our strategic plan for profitable growth and diversification.

Current wording

During the first six months of 2026, in keeping with this balanced approach, we paid approximately $6.8 million in quarterly dividends. In addition, as further described in Note 21, on July 20, 2026, we completed a private unregistered offering of $150.0 million aggregate principal amount of 4.00% Notes due 2032, including the initial purchasers’ full exercise of their option to purchase an additional $20.0 million of notes. Additionally, as described in the “Debt Agreements and Related Amendments” section below, in September of 2022 we amended our Revolving Credit Agreement. The amendment increased the total revolving commitments to $350.0 million and extended the maturity to September 2027, the nearest maturity date of our long-term debt. As of June 30, 2026, there was $115.0 million outstanding under the Revolving Credit Agreement. Together, these actions bolster our current liquidity and demonstrate our confidence in the Company’s long-term financial outlook and ability to generate cash flow both near and long term. They 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 Facility, was $165.1 million as of March 31, 2026, compared to $310.0 million at March 31, 2025 and $235.3 million at December 31, 2025, representing decreases of 47% and 30%, respectively. These decreases in liquidity as of March 31, 2026 compared to both March 31, 2025 and December 31, 2025 were primarily attributable to a lower available capacity on the Revolving Credit Agreement and a lower cash balance as of March 31, 2026.

Current wording

Our liquidity position, defined as cash on hand and available borrowing capacity under the Revolving Credit Facility, was $192.8 million as of June 30, 2026, compared to $312.0 million at June 30, 2025 and $235.3 million at December 31, 2025, representing decreases of 38% and 18%, respectively. These decreases in liquidity as of June 30, 2026 compared to both June 30, 2025 and December 31, 2025 were primarily attributable to lower available capacity on the Revolving Credit Agreement as of June 30, 2026, partially offset by higher cash balances net of borrowings under the Revolving Credit Agreement.

Previous wording

For the remainder of 2026, we expect to continue our commitment to fund working capital requirements and capital expenditures from net cash provided by operations or available borrowing capacity under the Revolving Credit Agreement, as needed. Along with these investments, we will 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 and 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 2026, we expect to continue our commitment to fund working capital requirements and capital expenditures from proceeds of the Convertible Notes, net cash provided by operations, or available borrowing capacity under the Revolving Credit Agreement, as needed. Along with these investments, we will 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 and 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.

Previous wording

Contractual coupon interest expense and accretion of fees for the Senior Notes for both three-month periods ended March 31, 2026 and March 31, 2025 was $4.5 million and $0.2 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 the three and six month periods ended June 30, 2026 was $4.5 million and $0.2 million, and $9.0 million and $0.4 million, respectively. For the three and six month periods ended June 30, 2025, Contractual coupon interest expense and accretion of fees for the Senior Notes 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 are included in Interest expensein our Condensed Consolidated Statements of Operations.

Previous wording

Interest expense under the Revolving Credit Agreement for each three-month period ended March 31, 2026 and March 31, 2025 was approximately $1.4 million and $0.3 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 six month period ended June 30, 2026 was approximately $1.9 million and $3.4 million, respectively. During each three and six month period ended June 30, 2025, interest expense under the Revolving Credit Agreement was approximately $0.6 million and $0.8 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expensein our Condensed Consolidated Statements of Operations.

Previous wording

Cash used in operating activities for the first three months of 2026 totaled $33.7 million, compared to using $0.3 million during the same period in 2025. Cash used in operations during the current year period was the result of net income (loss) without the adjustment for a large non-cash reduction in legal matter expenses that occurred in the same period of 2025. Changes in key working capital accounts for 2026 and 2025 are summarized below (in thousands):

Current wording

Cash used in operating activities for the first six months of 2026 totaled $28.5 million, compared to using $16.1 million during the same period in 2025. Cash used in operations during the current year period was the result of net income (loss) without the adjustment for a large non-cash reduction in legal matter expenses that occurred in the same period of 2025. Changes in key working capital accounts for 2026 and 2025 are summarized below (in thousands):

Previous wording

Accounts receivable increased $38.7 million in the first three months of 2026 as compared to a $27.7 million increase in the prior year period. Days sales outstanding, a measure of working capital efficiency that measures the amount of time a receivable is outstanding, was 48 days and 41 days for the three months ended March 31, 2026 and 2025, respectively. Inventory increased by $17.1 million during the first three months of 2026, compared to an increase of $19.8 million in the same 2025 period. Our inventory turns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per year, was approximately 6.9 times in the period ended March 31, 2026, an increase of 1.2 times from the same 2025 period. Accounts payable and accrued liabilities increased by $64.2 million during the first three months of 2026 compared to an increase of $73.2 million for the same period in 2025. Days payable outstanding, a measure of working capital efficiency that measures the amount of time a payable is outstanding, was 61 days for the period ended March 31, 2026 compared to 53 days for the period ended March 31, 2025.

Current wording

Accounts receivable increased $51.4 million in the first six months of 2026 as compared to a $45.8 million increase in the prior year period. Days sales outstanding, a measure of working capital efficiency that measures the amount of time a receivable is outstanding, was 48 days and 41 days for the six months ended June 30, 2026 and 2025, respectively. Inventory increased by $11.1 million during the first six months of 2026, compared to an decrease of $6.4 million in the same 2025 period. Our inventory turns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per year, was approximately 6.9 times in the period ended June 30, 2026, an increase of 1.2 times from the same 2025 period. Accounts payable and accrued liabilities increased by $93.0 million during the first six months of 2026 compared to an increase of $40.1 million for the same period in 2025. Days payable outstanding, a measure of working capital efficiency that measures the amount of time a payable is outstanding, was 61 days for the period ended June 30, 2026 compared to 53 days for the period ended June 30, 2025.

Previous wording

Investing activities used $4.3 million during the first three months of 2026, as compared to using $33.8 million during the same period in 2025. Investing activities for the first three months of 2026 related to capital expenditures for property, plant, and equipment of $3.4 million, $0.2 million for revenue generating assets and an additional $6.2 million for an investment in an unconsolidated entity. Investing activities for the first three months of 2025 related to capital expenditures for property, plant, and equipment of $8.7 million.

Current wording

Investing activities provided $7.1 million during the first six months of 2026, as compared to using $47.8 million during the same period in 2025. Investing activities for the first six months of 2026 related to $21.9 million of proceeds from the sale of assets partially offset by capital expenditures for property, plant, and equipment of $5.5 million, $0.2 million for revenue generating assets, and an additional $6.2 million for an investment in an unconsolidated entity. Investing activities for the first six months of 2025 related to capital expenditures for property, plant, and equipment of $14.9 million.

Previous wording

Financing activities provided $49.5 million during the first three months of 2026 as compared to using $0.4 million during the same period in 2025. Net cash provided by financing activities during the current year period primarily relates to net borrowings under our Revolving Credit Agreement of $55 million partially offset by common stock repurchases and withholdings of $0.0 million and cash dividend payments of $3.5 million. Net cash used by financing activities during the first three months of 2025 primarily related to common stock repurchases and withholdings of $16.5 million and cash dividend payments to our shareholders of $3.9 million. In addition, borrowings under our Credit Agreement totaled $20.4 million, fully offset by principal, interest, and unused fee payments made under our Credit Agreement of $0.4 million.

Current wording

Financing activities provided $61.0 million during the first six months of 2026 as compared to providing $5.8 million during the same period in 2025. Net cash provided by financing activities during the current year period primarily relates to net borrowings under our Revolving Credit Agreement of $70 million partially offset by cash dividend payments of $6.8 million. Net cash provided by financing activities during the first six months of 2025 primarily related to net borrowings under our Revolving Credit Agreement of $40 million, offset by common stock repurchases and withholdings of $26.9 million and cash dividend payments to our shareholders of $7.3 million.

Previous wording

As of March 31, 2026, our liquidity position, defined as cash on hand and available borrowing capacity under our Revolving Credit Agreement, amounted to $165.1 million. This represents a decrease of $144.9 million, or 47%, compared to March 31, 2025, and a decrease of $70.2 million, or 30%, compared to December 31, 2025. The decrease in liquidity as of March 31, 2026, compared to March 31, 2025 was primarily attributable to a lower available capacity on the Revolving Credit Agreement partially offset by a higher cash balance as of March 31, 2026. The decrease as of March 31, 2026 compared to December 31, 2025, was primarily attributable to lower available capacity on the Revolving Credit Agreement and a lower cash balance. Total debt obligations amounted to $500.0 million as of March 31, 2026.

Current wording

As of June 30, 2026, our liquidity position, defined as cash on hand and available borrowing capacity under our Revolving Credit Agreement, amounted to $192.8 million. This represents a decrease of $119.1 million, or 38%, compared to June 30, 2025, and a decrease of $42.5 million, or 18%, compared to December 31, 2025. The decrease in liquidity as of June 30, 2026, compared to June 30, 2025 was primarily attributable to a lower available capacity on the Revolving Credit Agreement partially offset by a higher cash balance as of June 30, 2026. The decrease as of June 30, 2026 compared to December 31, 2025, was primarily attributable to lower available capacity on the Revolving Credit Agreement, partially offset by higher cash balances net of borrowings under the Revolving Credit Agreement. Total debt obligations amounted to $515.0 million as of June 30, 2026.

Previous wording

For the remainder of 2026, 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 key 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 2026, we expect to continue our commitment to fund our working capital requirements, capital expenditures, and our Trailers as a Service (TaaS)SM initiative from proceeds from the Notes, net cash provided by operations, or available borrowing capacity under the Revolving Credit Agreement (as needed). We will continue to maintain our assets, to react to any key 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.

Previous wording

Capital spending related to property, plant, and equipment amounted to approximately $3.4 million for the first three months of 2026. In addition, there were $0.2 million in expenditures for revenue generating assets for the first three months of 2026.

Current wording

Capital spending related to property, plant, and equipment amounted to approximately $5.5 million for the first six months of 2026. In addition, there were $0.2 million in expenditures for revenue generating assets for the first six months of 2026.

Previous wording

Capital spending and expenditures for revenue generating assets for 2026 are being evaluated to ensure that future investments align with market conditions and opportunities.

Current wording

We continue to evaluate capital spending and expenditures for revenue generating assets for 2026 to ensure that future investments align with market conditions and opportunities.

Previous wording

We considered whether there were any indicators of impairment during the three months ended March 31, 2026 and concluded there were none.

Current wording

We considered whether there were any indicators of impairment during the three and six months ended June 30, 2026 and concluded there were none.

Previous wording

Borrowings under the Revolving Credit Agreement bear interest at a variable rate based on the Secured Overnight Financing Rate (“SOFR”) or a base rate determined by the lender’s prime rate plus an applicable margin, as defined in the agreement. Any outstanding borrowings under the Revolving Credit Agreement bear interest at a rate, at our election, equal to (i) adjusted term SOFR plus a margin ranging from 1.25% to 1.75% or (ii) a base rate plus a margin ranging from 0.25% to 0.75%, in each case depending upon the monthly average excess availability under the Revolving Credit Agreement. We are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses of our agent and lenders. During the three-month period ended March 31, 2026, we had payments of principal totaling $56.3 million and borrowings of principal totaling $111.3 million under the Revolving Credit Agreement. As of March 31, 2026, there was $100.0 million outstanding under the Revolving Credit Agreement.

Current wording

Borrowings under the Revolving Credit Agreement bear interest at a variable rate based on the Secured Overnight Financing Rate (“SOFR”) or a base rate determined by the lender’s prime rate plus an applicable margin, as defined in the agreement. Any outstanding borrowings under the Revolving Credit Agreement bear interest at a rate, at our election, equal to (i) adjusted term SOFR plus a margin ranging from 1.25% to 1.75% or (ii) a base rate plus a margin ranging from 0.25% to 0.75%, in each case depending upon the monthly average excess availability under the Revolving Credit Agreement. We are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses of our agent and lenders. During the six month period ended June 30, 2026, we had payments of principal totaling $118.4 million and borrowings of principal totaling $188.4 million under the Revolving Credit Agreement. As of June 30, 2026, there was $115.0 million outstanding under the Revolving Credit Agreement.

Previous wording

We have $26.7 million in purchase commitments through January 2027 for various raw material commodities, including aluminum and nickel as well as other raw material components which are within normal production requirements.

Current wording

We have $61.7 million in purchase commitments through January 2027 for various raw material commodities, including aluminum and nickel as well as other raw material components which are within normal production requirements.

Previous wording

We obtain vehicle chassis for our specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and in some cases, for unallocated orders. The agreements generally state that the manufacturer will provide a supply of chassis to be maintained at our facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of the agreement. In addition, the manufacturer typically retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to us nor permit us to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although we are party to related finance agreements with manufacturers, we have not historically settled, nor expect to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of March 31, 2026 our outstanding chassis converter pool with the manufacturer totaled $46.3 million and we have included this financing agreement on our Condensed Consolidated Balance Sheets within Other accrued liabilities. Under this agreement, if the chassis is not delivered to a customer within a specified time frame, we are required to pay a finance or storage charge on the chassis. Additionally, we receive finance support funds from manufacturers when the chassis are assigned into our chassis pool. Typically, chassis are converted and delivered to customers within 90 days of our receipt of the chassis.

Current wording

We obtain vehicle chassis for our specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and in some cases, for unallocated orders. The agreements generally state that the manufacturer will provide a supply of chassis to be maintained at our facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of the agreement. In addition, the manufacturer typically retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to us nor permit us to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although we are party to related finance agreements with manufacturers, we have not historically settled, nor expect to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of June 30, 2026 our outstanding chassis converter pool with the manufacturer totaled $35.6 million and we have included this financing agreement on our Condensed Consolidated Balance Sheets within Other accrued liabilities. Under this agreement, if the chassis is not delivered to a customer within a specified time frame, we are required to pay a finance or storage charge on the chassis. Additionally, we receive finance support funds from manufacturers when the chassis are assigned into our chassis pool. Typically, chassis are converted and delivered to customers within 90 days of our receipt of the chassis.

Previous wording

The increase in rolling 12-month backlog and total backlog from December 31, 2025 is primarily attributable to the placement of new orders during the first three months of 2026 outpacing shipments. The decrease in rolling 12-month backlog and total backlog from March 31, 2025 is primarily related to the softened new trailer and truck body demand stemming from expectations of the 2026 markets.

Current wording

The increase in rolling 12 month backlog and total backlog from December 31, 2025 is primarily attributable to the placement of new orders during the first six months of 2026 outpacing shipments. The increase in rolling 12 month backlog from June 30, 2025 is related to a certain degree of strengthened new trailer demand and our decision to accelerate the 2027 dry van order cycle, providing fleet customers with earlier planning certainty.

Previous wording

The trailer industry generally follows the transportation industry’s cycles. According to ACT Research Company (“ACT”), total United States trailer production in 2025 was approximately 190,000 trailers, a 19.8% decrease from 2024. There remains uncertainty in the industry, including but not limited to overall economic conditions and softening of demand for certain of our products, which is reflected in market outlooks. Current estimates from ACT and FTR Associations (“FTR”) for 2026 United States trailer production are 188,000 and 178,000, respectively, representing a 1.1% and 7.3% decrease, respectively compared to 2025.

Current wording

The trailer industry generally follows the transportation industry’s cycles. According to ACT Research Company (“ACT”), total United States trailer production in 2025 was approximately 190,000 trailers, a 19.1% decrease from 2024. There remains uncertainty in the industry, including but not limited to overall economic conditions and softening of demand for certain of our products, which is reflected in market outlooks. Current estimates from ACT and FTR Associations (“FTR”) for 2026 United States trailer production are 198,000 and 195,000, respectively, representing a 4.2% and 1.6% increase, respectively, compared to 2025.

Previous wording

ACT is forecasting annual new trailer production levels for 2027, 2028, 2029, 2030, and 2031 of approximately 259,000, 296,000, 314,000, 290,000, and 298,000, respectively. In addition, FTR is forecasting annual new trailer production levels for 2027, 2028, 2029, 2030 of approximately 225,000, 276,000, 298,000, and 301,000, respectively. These estimates are generally consistent with historical trailer industry 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 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.

Current wording

ACT is forecasting annual new trailer production levels for 2027, 2028, 2029, 2030, and 2031 of approximately 262,000, 307,000, 314,000, 297,000, and 313,000, respectively. In addition, FTR is forecasting annual new trailer production levels for 2027, 2028, 2029, 2030 of approximately 227,000, 278,000, 298,000, and 301,000, respectively. These estimates are generally aligned with historical trailer industry production levels and represent a recovery from the reduced production volumes observed in recent years. However, overall economic uncertainty and softening demand in the industry for certain of our products could continue to impact these estimates. The uncertainty and softening observed in recent years has been and continues to be evident in the ACT and FTR forecasts. However, we continue to 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.