WABASH NATIONAL Corp

(Unaudited)

1. DESCRIPTION OF THE BUSINESS & BASIS OF PRESENTATION

Wabash National Corporation (the “Company,” “Wabash,” “we,” “our,” or “us”) is Changing How the World Reaches You®. The Company was founded in 1985 and incorporated as a corporation in Delaware in 1991, with its principal executive offices in Lafayette, Indiana, as a dry van trailer manufacturer. Today the Company combines physical and digital technologies to deliver innovative, end-to-end solutions that optimize supply chains across transportation, logistics, and infrastructure markets.

To that end, the Company designs, manufactures, and services a diverse range of products supporting first-to-final mile operations, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade processing equipment. In addition, through the Wabash Marketplace and Wabash Parts, customers gain access to a nationwide parts and service network, Trailers as a Service (TaaS)℠, and advanced tools designed to streamline operations and drive growth. The Company has achieved this diversification through acquisitions, organic growth, and product innovation.

The condensed consolidated financial statements of the Company have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying condensed consolidated financial statements contain all material adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company, its results of operations, and its cash flows. The Company consolidates into its financial statements the accounts of the Company and any partially owned subsidiary it has the ability to control (see Note 6 to the Condensed Consolidated Financial Statements). The Company does not have any subsidiaries it consolidates based solely on the power to direct the activities and significant participation in the entity’s expected results that would not otherwise be consolidated based on control through voting interests. Further, its affiliates are businesses established and maintained in connection with its operating strategy and are not special purposes entities. All intercompany transactions and balances have been eliminated.

The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

2. NEW ACCOUNTING PRONOUNCEMENTS

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires additional disclosure of the nature of expenses included in the consolidated financial statements. The effective date of this ASU is for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the impact of the amendments on its financial statement disclosures and related reporting processes and controls.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”. ASU 2025-06 modernizes the accounting for internal-use software costs by eliminating the current development-stage model and requiring capitalization when management authorizes and commits to funding a software project and it is probable the project will be completed and the software will be used as intended. The standard also expands disclosure requirements related to capitalized internal-use software costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements,” which amends certain aspects of the hedge accounting guidance to more closely align financial reporting with the economics of an entity’s risk management activities. The amendments are effective for public business entities for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The amendments are required to be applied prospectively to all hedging relationships, with certain transition elections available for hedging relationships existing as of the date of adoption. The Company is currently evaluating the impact that adoption of the amendments may have on its condensed consolidated financial statements and related disclosures.

3. REVENUE RECOGNITION

The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net sales, and the associated costs are included in Cost of sales in the Condensed Consolidated Statements of Operations. For shipping and handling costs that occur after the transfer of control, the Company applies the practical expedient and treats such costs as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense.

The Company has identified three separate and distinct performance obligations: (1) the sale of a trailer or equipment, (2) the sale of replacement parts, and (3) service work. For trailer, truck body, equipment, and replacement part sales, control is transferred and revenue is recognized from the sale upon shipment to or pick up by the customer in accordance with the contract terms. The Company does not have any material extended payment terms as payment is received shortly after the point of sale. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company does have customers who pay for the product prior to the transfer of control, which is recorded as customer deposits in Other accrued liabilities as shown in Note 12 to the Condensed Consolidated Financial Statements. Customer deposits are recognized as revenue when the Company performs its obligations under the contract and transfers control of the product. Typically, customer deposits are recognized as revenue within 30 days under standard terms as customers pick up trailers.

4. BUSINESS COMBINATIONS

Linq Venture Holdings LLC

The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations (“ASC 805”). The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair values at the acquisition date. The guidance further provides that: (1) acquisition costs will generally be expensed as incurred, (2) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (3) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill.

On January 1, 2026, the Company executed a call option and acquired the remaining 51% equity interest in Linq Venture Holdings LLC (“Linq”) for cash consideration of $6.4 million and $18.6 million of a preexisting note receivable that was forgiven, where the value was determined using current market transactions for similar items. The acquisition was achieved in stages with the fair value of the call option at $(0.1) million and the previously held 49% equity interest was remeasured to $6.1 million. This resulted in a $6.0 million reduction to General and administrative expenses in the Condensed Consolidated Statements of Operations during the first quarter of 2026.

Linq supports the development and scaling of a digital marketplace in and for the transportation and logistics distribution industry and serves as the digital channel for marketing Wabash products to end-customers and dealers. Linq became a wholly-owned subsidiary of the Company and Linq’s financial position and results are consolidated with those of the Company as of January 1, 2026. The revenue and earnings of Linq for 2026 are not material. The Company previously accounted for its 49% interest in Linq Venture Holdings LLC as an equity method investment. Linq is included within the Parts & Services reportable segment.

The fair value of the acquired business was determined to be $31 million using the income approach, specifically a discounted cash flow (“DCF”) method. The valuation was supported by prospective financial inputs from management including estimated revenues based on brokerage and software fees at 28% of supported recurring revenues. Estimated operating expenses were primarily related to ongoing software costs, salaries, and benefits. Due to the execution risk and market uncertainty inherent in second state, expansion technology ventures, a discount rate in the lower end of the range of 30% to 35% was considered appropriate and applied to the cash flows.

Initial accounting for the business combination is incomplete pending finalization of the valuation of certain tangible and intangible assets. Consequently, provisional amounts for these assets have been recorded based on the information currently available. The provisional amounts are as follows: Intangible assets $30.1 million and other net assets of $0.9 million. Intangible assets include internal use software that is tentatively valued at $8.0 million with a 5 year life. In addition, the Company recognized $22.1 million of goodwill in connection with the Linq acquisition, which represents a premium paid for strategic benefits related to the expansion of a digital ecosystem supporting the growth of recurring revenue streams. A portion of the goodwill arising from the transaction, provisionally estimated at approximately $17.2 million, is expected to be deductible for income tax purposes.

5. GOODWILL & OTHER INTANGIBLE ASSETS

As further described in Note 19 to the Condensed Consolidated Financial Statements, the Company has establishedtwo operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable segments have also been determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. As of September 30, 2026, goodwill allocated to the TS and P&S segments was approximately $120.5 million and $92.8 million, respectively.

The changes in the carrying amounts of goodwill from December 31, 2024 through the nine month period ended September 30, 2026 were as follows (in thousands):

6. NONCONTROLLING INTEREST, VARIABLE INTEREST ENTITIES (“VIEs”) AND INVESTMENTS

VIEs & Consolidation

The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either the variable interest model (the “VIE model”) or the voting interest model (the “VOE model”).

VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (ii) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.

The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE through its interest in the VIE.

To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, the Company considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE (typically management and representation on the board of directors as well as control of the overall strategic direction of the entity) and have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE.

To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests, which primarily include the obligation to absorb losses or fund expenditures or losses (if needed), that are deemed to be variable interests in the VIE. This assessment requires the Company to apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing the significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by the Company.

At the VIE’s inception, the Company determines whether it is the primary beneficiary and if the VIE should be consolidated based on the facts and circumstances. The Company then performs on-going reassessments of the VIE based on reconsideration events and reevaluates whether a change to the consolidation conclusion is required each reporting period. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with the applicable GAAP.

Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, the Company consolidates the entity if it determines that it, directly or indirectly, has greater than 50% of the voting shares and that other equity holders do not have substantive voting, participating or liquidation rights. The Company has no entities consolidated under the VOE model.

At each reporting period, the Company reassesses whether it remains the primary beneficiary for VIEs consolidated under the VIE model. If the Company concludes it is not the primary beneficiary of a VIE, the Company evaluates whether it has the ability to exercise significant influence over operating and financial policies of the entity requiring the equity method of accounting. The Company’s judgment regarding the level of influence over an equity method investment includes, but is not limited to, considering key factors such as the Company’s ownership interest (generally represented by ownership of at least 20 percent but not more than 50 percent), representation on the board of directors, participation in policy making decisions, technological dependency, and material intercompany transactions. Generally, under the equity method, investments are recorded at cost and subsequently adjusted by the Company’s share of equity in income or losses after the date of the initial investment. Equity in income or losses is recorded according to the Company’s level of ownership; if losses accumulate, the Company records its share of losses until the investment has been fully depleted. If the Company’s investment has been fully depleted, the Company recognizes additional losses only when it is committed to provide further financial support. Dividends received from equity method reduce the amount of the Company’s investment when received and do not impact the Company’s earnings. The Company evaluates its equity method investments for an other-than-temporary impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.

Wabash Parts LLC

During the second quarter of 2022, the Company unified and expanded its parts and distribution capabilities by executing an agreement with a partner to create Wabash Parts LLC, (“WP”) to operate a parts and services distribution platform. The Company holds 50% ownership in WP while its partner holds the remaining 50%. Initial capital contributions were insignificant. WP has no debt or other financial obligations other than typical operating expenses and costs. Creditors of WP do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the respective ownership interests.

The operating agreement provides the Company’s partner with a put right that would require the Company to purchase its partner’s interest in WP. Upon receiving notice that the Company’s partner has exercised the put right, a valuation will occur as stipulated within the operating agreement. Such put right has not been exercised by the Company’s partner and is therefore not mandatorily redeemable as of the current period end date, however the existence of the put right that is beyond the Company’s control requires the noncontrolling interest to be presented in the temporary equity section of the Company’s Condensed Consolidated Balance Sheets.

Because the entity does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the Company concluded that WP is a VIE. The Company has the power to direct the activities of WP through majority representation on the Board of Directors as well as control related to the management and overall strategic direction of the entity. In addition, the Company has the obligation to absorb the benefits and losses of WP that could potentially be significant to the entity. The Company also has a requirement to provide funding to the entity if needed. Given the facts and circumstances specific to WP, the Company concluded that it is the primary beneficiary and, as such, is required to consolidate the entity. WP’s results of operations are included in the Parts & Services operating and reportable segment. Through September 30, 2026, the Company did not provide financial or other support to this VIE that it was not contractually obligated to provide. As of September 30, 2026, the Company does not have any obligations to provide financial support to WP.

The following table presents the assets and liabilities of the WP VIE consolidated on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 (in thousands):

The following table is a roll forward of activities in the Company’s noncontrolling interest (in thousands):

UpLabs Ventures, LLC

During the third quarter of 2024, the Company entered into a collaborative arrangement with UpLabs Ventures, LLC to identify, design, incubate, develop, and launch new businesses (portfolio companies) in the mobility and digital solutions sector. The agreement includes provisions related to investment, equity ownership, intellectual property, revenue recognition, indemnification, purchase options, governance, and terminations, ensuring a structured and mutually beneficial partnership.

The Company’s initial nonrefundable investment of $6.0 million was made in the fourth quarter of 2024 to fund the launch of venture labs focused on providing solutions that optimize customer end-to-end supply chains across the transportation, logistics, and infrastructure markets. The initial investment covered the first contract year. During the first quarter of 2026, the Company made an additional nonrefundable investment of $6.2 million for the 2026 contract period. The investment associated with the UpLabs collaborative arrangement is recorded in Investment in unconsolidated entities on the Company’s Condensed Consolidated Balance Sheets.

For each contract year during the term of the collaboration, the Company also pays UpLabs an annual fee equal to 2% of the applicable investment amount, inclusive of any inflation adjustments and reimburses expenses of $0.5 million, each subject to annual inflation adjustments based on the Consumer Price Index, compounded annually. Under the agreement, the Company is entitled to a 20% founders’ equity interest in each portfolio company created through the arrangement. As of September 30, 2026, the aggregate carrying amount of the Company’s investment associated with the UpLabs collaborative arrangement, including its equity method investments in SpecSync and PartsPulse, was $12.4 million, which also represented the Company’s maximum exposure to loss associated with the arrangement and these portfolio companies.

SpecSync, Inc and PartsPulse, Inc were the first two portfolio companies through the collaborative venture labs in January 2026. The companies were established to develop purpose-built artificial intelligence solutions addressing certain of the Company’s business challenges, with the Company serving as an initial customer. The Company holds 20% equity interests in SpecSync and PartsPulse and accounts for these investments under the equity method. SpecSync and PartsPulse are VIEs. The Company is not the primary beneficiary of either entity because it does not have the power to direct the activities that most significantly affect the entity’s economic performance. Accordingly, the Company does not consolidate SpecSync or PartsPulse.

During the nine month period ended September 30, 2026, as a result of its 20% equity interests in SpecSync and PartsPulse, the Company recognized income of approximately $0.2 million within Income (loss) from unconsolidated entityin the Condensed Consolidated Statements of Operations. Under the Company’s agreements with SpecSync and PartsPulse, the Company has paid an aggregate of $3.0 million for implementation fees of the software. The Company capitalizes qualifying implementation costs and amortizes those costs over the applicable software usage periods. During the three and nine month periods ended September 30, 2026, approximately $0.4 million and $1.1 million, respectively, have been recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations.

In the third quarter of 2026, the Company paid on-going quarterly subscription fees of $0.8 million. These expenses were recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations.

FreightVana Logistics, Inc

On February 26, 2026, the Company converted $2.0 million in trade receivables from FreightVana into a 4-year note receivable. Prior to the legal conversion of the instrument, management identified a $1.0 million current expected credit loss regarding the FreightVana balance that was expensed to General and administrative expenses in the Condensed Consolidated Statements of Operations. In addition, the Company previously entered into a termination agreement with FreightVana on February 1, 2025 regarding a convertible promissory note (the “2025 Note”). Pursuant to the agreement, the 2025 Note was terminated in exchange for a cash interest payment of $0.3 million and the conversion of the 2025 Note’s remaining $2.7 million carrying value into Class B preferred units of FreightVana. As the total consideration received exceeded the carrying value of the 2025 Note, the Company recognized a gain on debt settlement of $0.3 million within Other income (expense), Other, net in the Condensed Consolidated Statements of Operations for the period ended March 31, 2026. The Company’s total investment and maximum exposure to loss in FreightVana, without consideration to the $1.0 million current expected credit loss described above, is $5.8 million.

The FreightVana entity is a VIE due to insufficient equity and the necessity of external support. However, because Wabash lacks power (no board influence or active business relationship), Wabash accounted for the investment as a cost investment with a corresponding note receivable.

7. INVENTORIES, NET

Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or net realizable value. Inventories, net of reserves, consist of the following components (in thousands):

8. PREPAID EXPENSES AND OTHER

Prepaid expenses and other current assets consist of the following (in thousands):

Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, which retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis, including the terms and pricing of sales to the manufacturer’s dealers. Insurance premiums and maintenance and subscription agreement costs are recognized as expense over the applicable contractual period, which is generally one year or less. As further described in Note 10 to the Condensed Consolidated Financial Statements, commodity swap contracts in an asset position relate to our hedging activities intended to mitigate the risks associated with fluctuations in commodity prices. Other items primarily consist of investments held by the Company’s captive insurance subsidiary and various other prepaid assets and other current assets.

9. DEBT

Long-term debt consists of the following (in thousands):

Senior Notes

On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes (the “Senior Notes”). The Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among the Company, certain subsidiary guarantors named therein (the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Indenture”). The Senior Notes bear interest at the rate of 4.50% and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year. The Senior Notes will mature on October 15, 2028.

The Company may redeem some or all of the Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 101.125% for the twelve-month period beginning October 15, 2025 and 100.000% beginning on October 15, 2026, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a Change of Control (as defined in the Indenture), unless the Company has exercised its optional redemption right in respect of the Senior Notes, the holders of the Senior Notes will have the right to require the Company to repurchase all or a portion of the Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.

The Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Senior Notes and related guarantees are the Company’s and the Guarantors’ general unsecured senior obligations and will be subordinated to all of the Company and the Guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the Senior Notes are structurally subordinated to any existing and future debt of any of the Company’s subsidiaries that are not Guarantors, to the extent of the assets of those subsidiaries.

Subject to a number of exceptions and qualifications, the Indenture restricts the Company’s ability and the ability of certain of its subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, its capital stock or with respect to any other interest or participation in, or measured by, its profits; (iii) make loans and certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications.

During any time when the Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and the Company and its subsidiaries will cease to be subject to such covenants during such period.

The Indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs. As of September 30, 2026, the Company was in compliance with all covenants.

From time to time the Company may evaluate various alternatives available with respect to addressing the October 2028 maturity of the Senior Notes, including the purchase, redemption, refinancing, amending, exchanging, extending or otherwise retiring any amount of our outstanding indebtedness at any time, in open market or privately negotiated transactions with the holders of such indebtedness or otherwise. No final decisions have been made at this time, and the timing, structure and terms of any such transactions will depend on capital market conditions and other relevant factors.

Contractual coupon interest expense and amortization of debt issuance costs for the Senior Notes for the three and nine month periods ended September 30, 2026 was $4.5 million and $0.2 million, and $13.5 million and $0.6 million, respectively. For the three and nine month periods ended September 30, 2025, Contractual coupon interest expense and amortization of debt issuance costs for the Senior Notes was $4.5 million and $0.2 million, and $13.5 million and $0.5 million, respectively. Contractual coupon interest expense and amortization of debt issuance costs for the Senior Notes are included in Interest expensein the Company’s Condensed Consolidated Statements of Operations. The estimated fair value of the Senior Notes and the related fair value hierarchy classification are included in Note 13 to the Condensed Consolidated Financial Statements.

Revolving Credit Agreement

On August 12, 2026, the Company entered into a Sixth Amendment to Second Amended and Restated Credit Agreement (the “Amendment”), among the Company, certain of its subsidiaries party thereto as loan parties, the lenders party thereto and Wells Fargo Capital Finance, LLC, as the administrative agent (the “Agent”), which amended the Company’s existing Second Amended and Restated Credit Agreement dated as of December 21, 2018 (as previously amended and as amended by the Amendment, the “Revolving Credit Agreement”).

Under the Revolving Credit Agreement, the lenders agree to make available a $300 million revolving credit facility to the Company and certain of its subsidiaries party to the Revolving Credit Agreement from time to time as borrowers (collectively, the “Borrowers”). The Company has the option to increase the total commitments under the facility by up to an additional $175 million, subject to certain conditions, including obtaining commitments from one or more lenders, whether or not party to the Revolving Credit Agreement, to provide such additional commitments. The Revolving Credit Agreement matures upon the earliest of (i) August 12, 2031, (ii) the date that is 91 days prior to the maturity of the Company’s 4.50% Senior Notes due 2028, (iii) the date that is 91 days prior to the maturity of the Company’s 4.00% Convertible Notes due 2032, and (iv) the date that is 91 days prior to the maturity of debt of any one or more of the loan parties under the Revolving Credit Agreement in an aggregate outstanding principal amount exceeding $40 million.

Availability under the Revolving Credit Agreement will be based upon borrowing base certifications of the Borrowers’ eligible inventory, eligible leasing inventory and eligible accounts receivable, and will be reduced by certain reserves in effect from time to time. Availability is also reduced by a $40 million availability block in effect until the date upon which the Company’s fixed charge coverage ratio for the 12 fiscal month periods ending as of the two most recently ended consecutive fiscal quarters is greater than 1.0 to 1.0, with the first of such two most recently ended fiscal quarters ending no earlier than December 31, 2026 (such date, the “Financial Covenant Conversion Date”), provided no event of default is in existence on such date. Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in the amount of $25 million and allows for swingline loans in the amount of up to $30 million.

Outstanding borrowings under the Revolving Credit Agreement will bear interest at an annual rate, at the Borrowers’ election, equal to (i) term SOFR plus a margin ranging from 1.50% to 2.00% or (ii) a base rate plus a margin ranging from 0.50% to 1.00%, in each case depending upon the monthly average excess availability under the revolving credit facility. The Borrowers are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses of the Agent and the lenders.

The Revolving Credit Agreement is required to be guaranteed by certain subsidiaries of the Company (each a “Guarantor”) and is secured by substantially all personal property of each Borrower and Guarantor.

The Revolving Credit Agreement contains customary covenants limiting the ability of the Company and certain of its subsidiaries to, among other things, pay dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. In addition, the Company will be required to maintain (i) prior to the Financial Covenant Conversion Date, minimum liquidity of $90 million at all times, other than with respect to a period of no more than three consecutive business days in any month, and (ii) on and after the Financial Covenant Conversion Date, a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the Revolving Credit Agreement (calculated without giving effect to the $40 million availability block) is less than the greater of (a)10.0% of the lesser of (x) the total revolving commitments and (y) the borrowing base and (b) $25 million. As of September 30, 2026, the Company was in compliance with all covenants.

The Revolving Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the lenders may, among other things, require the immediate payment of all amounts outstanding and foreclose on collateral. In addition, in the case of an event of default arising from certain events of bankruptcy or insolvency, the lenders’ obligations under the Revolving Credit Agreement would automatically terminate, and all amounts outstanding under the Revolving Credit Agreement would automatically become due and payable.

During the three month period ended September 30, 2026, the Company had payments of principal totaling $128.5 million and borrowings of principal totaling $13.5 million under the Revolving Credit Agreement. During the nine month period ended September 30, 2026, the Company had payments of principal totaling $246.9 million and borrowings of principal totaling $201.9 million. As of September 30, 2026, there were no amounts outstanding under the Revolving Credit Agreement.

During the three month period ended September 30, 2025, the Company had payments of principal totaling $15.8 million and borrowings of principal totaling $0.8 million under the Revolving Credit Agreement. During the nine month period ended September 30, 2025, the Company had payments of principal totaling $16.8 million and borrowings of principal totaling $41.8 million. As of September 30, 2025, there was $25.0 million outstanding under the Revolving Credit Agreement.

Interest expense under the Revolving Credit Agreement for each three and nine month period ended September 30, 2026 was approximately $0.6 million and $4.0 million, respectively. During each three and nine month period ended September 30, 2025, interest expense under the Revolving Credit Agreement was approximately $0.6 million and $1.5 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expensein the Company’s Condensed Consolidated Statements of Operations.

Convertible Notes

On July 20, 2026, the Company completed a private unregistered offering (the “Offering”) of $130.0 million in aggregate principal amount of 4.00% Convertible Notes due 2032 (the “Initial Notes”). On July 16, 2026, the initial purchasers in the Offering exercised their option to purchase an additional $20.0 million in aggregate principal amount of the Company’s 4.00% Convertible Notes due 2032 (together with the Initial Notes, the “Convertible Notes”), bringing the total aggregate principal amount of the Convertible Notes to $150.0 million. The Company used the net proceeds from the Offering primarily to repay outstanding borrowings under the Revolving Credit Agreement. The Convertible Notes are guaranteed (the “Guarantees”) by each of the Company’s direct and indirect subsidiaries that guarantee the Company’s Senior Notes (the “Guarantors”). The Convertible Notes and the Guarantees are senior unsecured obligations of the Company and the Guarantors, respectively. The Convertible Notes and the Guarantees were issued pursuant to an Indenture, dated July 20, 2026 (the “Indenture”), among the Company, the Guarantors and U.S. Bank Trust Company, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the Convertible Notes may be declared immediately due and payable, as well as certain types of bankruptcy or insolvency events of default involving the Company after which the Convertible Notes become automatically due and payable.

The Convertible Notes bear interest at a rate of 4.00% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The Convertible Notes will mature on August 1, 2032, unless earlier converted, redeemed, or repurchased. Before May 1, 2032, noteholders may convert their Convertible Notes only upon the occurrence of specified conditions relating to the market price of the Common Stock, the trading price of the Convertible Notes, certain distributions or corporate events, or a notice of redemption. From and after May 1, 2032, noteholders may convert their Convertible Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The Company will settle any conversions of the Convertible Notes by paying or delivering, as applicable, cash, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), or a combination of cash and shares of Common Stock, at the Company’s election.

The initial conversion rate for the Convertible Notes is 59.7086 shares of Common Stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $16.75 per share of the Common Stock. The initial conversion price of the Convertible Notes represents a premium of approximately 32.50% above the last reported sale price of the Common Stock on the New York Stock Exchange on July 15, 2026, which was $12.64 per share. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. Based on the initial conversion rate, the Convertible Notes are initially convertible into 8,956,290 shares of Common Stock, subject to adjustment under the Indenture. In connection with certain conversions occurring after a Make-Whole Fundamental Change or notice of redemption, the conversion rate may be increased by a specified number of additional shares, subject to an initial maximum of 11,867,085 shares. The Company accounts for the Convertible Notes as a debt liability at amortized cost. The embedded conversion option is not separately recognized because it is indexed to the Company’s Common Stock and qualifies for the derivative accounting scope exception for certain contracts in an entity’s own equity.

The Company may not redeem the Convertible Notes prior to August 6, 2029, except in the event of a Cleanup Redemption (as defined below). The Company may redeem for cash all, but not less than all, of the Convertible Notes (subject to certain limitations), at the Company’s option, on or after August 6, 2029, and on or prior to the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of Optional Redemption (as defined below), during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides the related notice of optional redemption (such redemption, an “Optional Redemption”), at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption date. In addition, the Company may redeem for cash all, but not less than all, of the Convertible Notes at any time at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Cleanup Redemption date if the amount of the Convertible Notes that remains outstanding is less than 15% of the aggregate principal amount of the Convertible Notes initially issued and certain other conditions are met (such redemption, a “Cleanup Redemption”). No sinking fund is provided for the Convertible Notes, which means that the Company is not required to redeem or retire the Convertible Notes periodically.

As of September 30, 2026, the outstanding principal amount of the Convertible Notes was $150.0 million, unamortized debt issuance costs were approximately $8.2 million, and the net carrying amount was approximately $141.8 million. As of September 30, 2026, no Convertible Notes had been converted, no shares had been issued upon conversion, and no changes had occurred to the conversion price or other conversion terms, other than any changes resulting from standard antidilution provisions. No conversion contingencies had been met as of September 30, 2026. The estimated fair value of the Convertible Notes and the related fair value hierarchy classification are included in Note 13 to the Condensed Consolidated Financial Statements. The potential effect of the Convertible Notes on diluted net loss (income) per common share is included in Note 15 to the Condensed Consolidated Financial Statements.

For both the three and nine month periods ended September 30, 2026, contractual coupon interest expense for the Convertible Notes was $1.2 million and amortization of debt issuance costs was $0.2 million. The effective interest rate on the Convertible Notes was approximately 5.1%. Contractual coupon interest expense and amortization of debt issuance costs for the Convertible Notes are included in Interest expensein the Company’s Condensed Consolidated Statements of Operations.

10. FINANCIAL DERIVATIVE INSTRUMENTS

Commodity Pricing Risk

The Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $55.8 million as of September 30, 2026 and $21.5 million as of December 31, 2025. The Company uses commodity swap contracts to mitigate the risks associated with fluctuations in commodity prices impacting its cash flows related to inventory purchases from suppliers. The Company does not hedge all commodity price risk.

At inception, the Company designated the commodity swap contracts as cash flow hedges. The contracts mature at specified monthly settlement dates and will be recognized in earnings through March 2027. The effective portions of changes in the fair values of the derivative instruments are recognized in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and reclassified into earnings when the forecasted hedged transactions affect earnings. Amounts are reclassified immediately into earnings if it becomes probable that a forecasted hedged transaction will not occur.

Certain of the Company’s derivative instruments contain credit risk related contingent features that could require the Company to post additional collateral upon the occurrence of specified events of default or termination events. Beginning after November 30, 2026, the collateral thresholds under these agreements will also vary based on the credit ratings of the Company’s debt. As of September 30, 2026, the aggregate fair value of derivative instruments containing such features that were in a net liability position was not material. The Company had not posted collateral under these agreements as of September 30, 2026. If the applicable credit risk related contingent features had been triggered as of September 30, 2026, the additional collateral the Company could have been required to post would not have been material.

Financial Statement Presentation

As of September 30, 2026 and December 31, 2025, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands):

The following table summarizes the gain or loss recognized in AOCI as of September 30, 2026 and December 31, 2025 and the amounts reclassified from AOCI into earnings for the three and nine months ended September 30, 2026 and 2025 (in thousands):

Over the next 12 months, the Company expects to reclassify approximately $2.5 million of pretax deferred losses related to the commodity swap contracts from AOCI to cost of sales as inventory purchases are settled.

11. LEASES

Lessee Activities

The Company records a right-of-use (“ROU”) asset and lease liability for substantially all leases for which it is a lessee, in accordance with Accounting Standards Codification (“ASC”) 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration.

The Company leases certain industrial spaces, office spaces, land, and equipment. Some leases includeone or more options to renew, with renewal terms that can extend the lease term from generally 1 year to 5 years. The exercise of lease renewal options is at the Company’s sole discretion, and are included in the lease term only to the extent such renewal options are reasonably certain of being exercised at lease commencement. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

During the nine months ended September 30, 2026, operating lease ROU assets obtained in exchange for new operating lease liabilities totaled approximately $4.7 million. During the nine months ended September 30, 2025, leased assets obtained in exchange for new operating lease liabilities totaled approximately $8.2 million. As of September 30, 2026 and September 30, 2025, obligations related to operating leases that the Company has executed but have not yet commenced were nominal and $4.8 million, respectively.

Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands):

Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands):

Maturity of the Company’s lease liabilities as of September 30, 2026 is as follows (in thousands):

As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

Remaining lease term and discount rates are as follows:

Cash paid for amounts included in the measurement of operating lease liabilities in the Condensed Consolidated Statements of Cash Flows was as follows (in thousands):

Lessor and Sublessor Activities

The Company leases dry van trailers to customers under full-service lease agreements and operating lease agreements. At the inception of a contract, in accordance with the applicable accounting guidance (ASC 842, Leases) the Company considers whether the arrangement contains a lease and, as applicable, performs the required lease classification tests. The Company, as a lessor, does not have any significant sales-type or direct financing lease arrangements as of September 30, 2026.

The Company has full-service lease agreements are an integrated service that include lease component amounts related to the use of the trailer, as well as non-lease components for preventative maintenance, certain repairs as defined in the related agreement, and ad valorem taxes. In accordance with the applicable accounting guidance (ASC 842, Leases), the Company has elected to combine lease and non-lease components when reporting revenue for the full-service underlying class of leased assets.

Initial lease terms are generally three tofive years. Certain of the Company’s leases provide customers with renewal options that provide the ability to extend the lease term for a period of generally 1 year to 5 years. In addition, some leases include options for the customer to purchase the trailers at fair market value, as determined by the Company at or near the end of the lease. The Company’s lease agreements generally do not have residual value guarantees nor permit customers to terminate the lease agreements prior to natural expiration. As stipulated in the lease agreements, the Company may receive reimbursements from customers for certain damage or required repairs to the trailers.

Certain of the Company’s leases and subleases are with a related party—such transactions were at market value and at arm’s length.

Lease income is included in Net sales on the Company’s Condensed Consolidated Statements of Operations, and is recorded in the Parts & Services operating segment. For the three and nine months ended September 30, 2026 and 2025, the Company’s lease income consisted of the following components (in thousands):

12. OTHER ACCRUED LIABILITIES

The following table presents the major components of Other accrued liabilities (in thousands):

The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands):

The Company offers a limited warranty for its products with a coverage period that ranges between 1 and 5 years, except that the coverage period for DuraPlate® trailer panels is 10 years and the coverage period for steel main beams on flatbed trailer products exceeds 10 years. The Company passes through component manufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverage at the time of the sale or when a specific recall notice has been issued.

13. FAIR VALUE MEASUREMENTS

The Company classifies fair value measurements using a three-level hierarchy that prioritizes the inputs used in valuation techniques to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect assumptions that market participants would use in pricing the asset or liability. The three levels of the fair value hierarchy are as follows:

▪Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date;

▪Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

▪Level 3 — Unobservable inputs that are significant to the fair value measurement.

Recurring Fair Value Measurements

The Company’s derivative instruments, which are further described in Note 10 to the Condensed Consolidated Financial Statements, are valued using a market approach based on third-party pricing services, with the resulting valuations corroborated using observable market data or broker quotes. Accordingly, the derivative instruments are classified within Level 2 of the fair value hierarchy.

The Company’s mutual fund investments, including investments held by its wholly owned captive insurance subsidiary, are valued based on quoted prices in active markets and are classified within Level 1 of the fair value hierarchy. Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 are shown below (in thousands):

Estimated Fair Value of Debt

The estimated fair value of debt at September 30, 2026 consists of the Senior Notes and the Convertible Notes (see Note 9 to the Condensed Consolidated Financial Statements). The fair value of the Senior Notes and Convertible Notes are based upon third party pricing sources, which generally do not represent daily market activity or represent data obtained from an exchange, and are classified as Level 2. The interest rates on the Company’s borrowings under the Revolving Credit Agreement are adjusted regularly to reflect current market rates and thus carrying value approximates fair value for any borrowings.

The Company’s carrying and estimated fair value of debt at September 30, 2026 and December 31, 2025 were as follows (in thousands):

The fair value of debt is based on third party pricing sources for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements, since long-term debt is presented at carrying value, net of unamortized premium or discount and unamortized deferred financing costs in the condensed consolidated financial statements.

14. COMMITMENTS AND CONTINGENCIES

Litigation

As of September 30, 2026, the Company was named as a defendant or was otherwise involved in numerous legal proceedings and governmental examinations, including class action lawsuits, in connection with the conduct of its business activities, in various jurisdictions, both in the United States and internationally. Accrual for losses have been recorded in accordance with GAAP. Based on the information currently available, management does not believe that existing proceedings and investigations will have a material impact on our consolidated financial condition or liquidity if determined in a manner adverse to the Company except as otherwise described below. However, such matters are unpredictable, and we could incur judgments or enter into settlements for current or future claims that could materially and adversely affect our financial statements. Costs associated with the litigation and settlements of legal matters are reported within General and administrative expenses in the Condensed Consolidated Statements of Operations.

Guarantees and Indemnifications

On February 26, 2026, the Company completed a sale transaction for dry van trailers with McKinney Vehicle Services, Inc. As part of the transaction, FreightVana Logistics, Inc. ("FreightVana"), leased back the equipment from McKinney Vehicle Services, Inc. forsix years, supported by a 24-month limited guaranty from the Company. The $6.7 million proceeds reflected the standalone fair value of the assets sold and no allocation was made for the guaranty. The estimated $0.5 million fair value of the guaranty was expensed to General and administrative expenses in the Condensed Consolidated Statements of Operations during the first quarter of 2026.

Environmental Disputes

In August 2014, the Company received notice as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control (the “DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and corresponding South Carolina statutes. PRPs include parties identified through manifest records as having contributed to deliveries of hazardous substances to the Philip Services Site between 1979 and 1999. The DHEC’s allegation that the Company was a PRP arises out of four manifest entries in 1989 under the name of a company unaffiliated with Wabash National Corporation (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in August 2014 that it was offering the Company the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the DHEC. The Company has accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to the Company’s financial condition and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by the Company thereunder is not expected to have a material adverse effect on the Company’s financial condition or results of operations.

On November 13, 2019, the Company received a notice that it was consideredone of several PRPs by the Indiana Department of Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at a property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). The Company has never owned or operated the Site, but the Site is near certain of the Company’s owned properties. In 2020, the Company agreed to implement a limited work plan to further investigate the source of the contamination at the Site and worked with IDEM and other PRPs to finalize the terms of the work plan. The Company submitted its initial site investigation report to IDEM during the third quarter of 2020, indicating that the data collected by the Company’s consultant confirmed that the Company’s properties are not the source of contamination at the Site. In December 2021, after completing further groundwater sampling work, the Company submitted to IDEM a supplemental written report, which again stated that the Company is not a responsible party and the Company’s properties are not a source of any contamination. In June 2022, the Company and other PRPs finalized Work Plan Addendum No. 3, which provided for additional groundwater sampling on another PRP property. The Company completed all additional sampling and submitted supplemental reports to IDEM as of the first quarter of 2024. All available information and reports establish there is no source of any contamination on the Company’s owned properties. As of September 30, 2026, based on the information available, the Company does not expect this matter to have a material adverse effect on its financial condition or results of operations.

On December 1, 2025, the Company received a notice that it was consideredone of several PRP’s by the Environmental Protection Agency (“EPA”) under CERCLA pertaining to the Motorola, Inc. 52nd Street Superfund Site in Maricopa, Arizona. The Superfund Site is divided into three operable units (“OUs”). The EPA’s allegation that the Company was a PRP arises out of the Company’s acquisition of a former branch facility located approximately five miles from the original Superfund Site. The Company acquired this facility in 1997, operated the facility until 2000, and sold the facility to a third party in 2002. In June 2010, the Company was contacted by the Roosevelt Irrigation District (“RID”) informing it that the Arizona Department of Environmental Quality (“ADEQ”) had approved a remediation plan in excess of $100 million for the RID portion of the Superfund Site, and demanded that the Company contribute to the cost of the plan or be named as a defendant in a CERCLA action to be filed in July 2010. The Company initiated settlement discussions with the RID and the ADEQ in July 2010 to provide a full release from the RID, and a covenant not-to-sue and contribution protection regarding the former branch property from the ADEQ, in exchange for payment from the Company. In May 2016, the Company, the ADEQ and the RID executed the originally proposed settlement agreements and, following a statutorily required 30-day public comment period, the settlement agreements were finalized and the Company paid $0.2 million, which had been accrued by the Company since 2010. ADEQ is the lead agency for OU1 and OU2 of the Superfund Site, while EPA is the lead agency for OU3. In October 2025, EPA finalized a Record of Decision for a final remedy for OU3, in which it approved a remediation plan for targeted in-situ injection and monitored attenuation, with an estimated cost of $12.9 million as to all relevant parties. As of September 30, 2026, based on the information available, the Company does not expect this matter to have a material adverse effect on its financial condition or results of operations.

Chassis Converter Pool Agreements

The Company obtains vehicle chassis for its specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and in some cases, for unallocated orders. The agreements generally state that the manufacturer will provide a supply of chassis to be maintained at the Company’s facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of the agreement. In addition, the manufacturer typically retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to the Company nor permit the Company to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although the Company is party to related finance agreements with manufacturers, the Company has not historically settled, nor expects to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of September 30, 2026, the Company’s outstanding chassis converter pool with the manufacturer totaled $21.7 million and has included this financing agreement on the Company’s Condensed Consolidated Balance Sheets within Other accrued liabilities. Typically, chassis are converted and delivered to customers within 90 days of the receipt of the chassis by the Company.

15. NET (LOSS) INCOME PER COMMON SHARE

Basic net (loss) income per common share is calculated based on the weighted average number of common shares outstanding during the period, including vested shares deferred under our non-qualified deferred compensation plan. Diluted net (loss) income per common share gives effect to all potentially dilutive common shares outstanding during the period. The dilutive effect of share-based compensation awards is calculated using the treasury stock method, as applicable, and the dilutive effect of the Company’s Convertible Notes is calculated using the if-converted method. Under the if-converted method, the Convertible Notes are assumed to have been converted at the beginning of the reporting period or, if later, on the date of issuance, and the denominator is increased by the weighted average number of common shares issuable upon conversion. The numerator is adjusted to add back interest expense recognized on the Convertible Notes, including amortization of debt issuance costs, net of the related income tax effect. Potential common shares are included in diluted net (loss) income per common share only when their effect is dilutive. The calculation of basic and diluted net (loss) income attributable to common stockholders per common share is determined using net (loss) income attributable to common stockholders, as adjusted for diluted net (loss) income per common share when applicable, and the number of shares included in the denominator as shown below (in thousands, except per share amounts).

Because the Company reported a net loss,789,859 and 541,405 incremental shares related to share-based compensation awards were excluded from the computation of diluted net loss per common share for the three and nine months ended September 30, 2026, respectively, as including them would have reduced loss per share. Separately,35,814 and 507,848 shares related to share-based compensation awards were excluded from the computation of diluted net loss per common share for the three and nine months ended September 30, 2026, respectively, because those awards were independently antidilutive under the treasury stock method. For the three and nine months ended September 30, 2025,304,077 and 452,177 shares, respectively, were excluded from the computation of diluted net income per common share because those awards were independently antidilutive under the treasury stock method.

In addition,7,106,621 and 2,394,905 weighted average shares issuable upon assumed conversion of the Convertible Notes were excluded from diluted net loss per common share for the three and nine months ended September 30, 2026, respectively, because the Company reported a net loss and their inclusion would have reduced loss per share.

16. STOCK-BASED COMPENSATION

The Company recognizes all share-based payments based upon their grant date fair value. The Company grants restricted stock units subject to specific service, performance, and/or market conditions. The Company’s policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. In addition, the Company’s policy is to estimate expected forfeitures on share-based awards. The fair value of service and performance-based units is based on the market price of a share of underlying common stock at the date of grant. The fair values of the awards that contain market conditions are estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based upon historical volatility, risk-free rates of return, and correlation matrix. The amount of compensation costs related to restricted stock units and performance units not yet recognized, excluding estimated forfeitures, was $12.7 million at September 30, 2026, for which the expense will be recognized through 2029.

17. STOCKHOLDERS’ EQUITY

Share Repurchase Program

On February 15, 2024, the Company announced that the Board of Directors approved the repurchase of an additional $150 million in shares of common stock over athree year period. This authorization was an increase to the previous $150 million repurchase program approved in August 2021 and the previous $100 million repurchase programs approved in November 2018, February 2017, and February 2016. The repurchase program is set to expire in February 2027. Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts determined by the Company. As of September 30, 2026, $93.2 million remained available under the program.

Common and Preferred Stock

The Board of Directors has the authority to issue common and unclassed preferred stock of up to 200 million shares and 25 million shares, respectively, with par value of $0.01 per share, as well as to fix dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions.

Accumulated Other Comprehensive Income (Loss)

Changes in AOCI by component, net of tax, for the nine months ended September 30, 2026 are summarized as follows (in thousands):

(a)Derivative instruments net of $0.4 million of tax liability for the three months ended March 31, 2026.

(b)Derivative instruments net of $0.2 million of tax liability for the three months ended March 31, 2026.

(c)Derivative instruments net of $0.8 million of tax benefit for the three months ended June 30, 2026.

(d)Derivative instruments net of $0.3 million of tax liability for the three months ended June 30, 2026.

(e)Derivative instruments net of $0.2 million of tax benefit for the three months ended September 30, 2026.

(f)Derivative instruments net of $0.3 million of tax benefit for the three months ended September 30, 2026.

Changes in AOCI by component, net of tax, for the nine months ended September 30, 2025 are summarized as follows (in thousands):

(g)Derivative instruments net of $0.1 million of tax liability for the three months ended March 31, 2025.

(h)Derivative instruments net of $0.1 million of tax benefit for the three months ended March 31, 2025.

(i)Derivative instruments net of $0.5 million of tax liability for the three months ended June 30, 2025.

(j)Derivative instruments net of $0.1 million of tax liability for the three months ended June 30, 2025.

(k)Derivative instruments net of $0.2 million of tax liability for the three months ended September 30, 2025.

(l)Derivative instruments net of $0.4 million of tax liability for the three months ended September 30, 2025.

18. INCOME TAXES

For the three and nine months ended September 30, 2026, the Company recognized income tax benefits of $6.2 million and $28.1 million, respectively compared to income tax expenses of $11.6 million and $87.0 million, respectively for the same periods in the prior year. The effective tax rates for the three and nine month periods of 2026 were 23.5% and 24.2%, respectively. For the same periods in 2025, the effective tax rates were 22.5% and 25.0%, respectively. The effective tax rates for both 2026 and 2025 differ from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes.

On July 4, 2025, The One Big Beautiful Bill Act was signed into legislation and includes numerous tax incentives and provisions. The Company continues to evaluate the impact of the new legislation but does not expect a material impact on the consolidated financial statements.

19. SEGMENTS

a. Segment Reporting

The Company’s Chief Operating Decision Maker (“CODM”) is comprised of the Chief Executive Officer and the Board of Directors. Based on how the CODM manages the business, allocates resources, makes operating decisions, and evaluates operating performance, the Company manages its business intwo operating and reportable segments: Transportation Solutions and Parts & Services.

Additional information related to the composition of each segment is included below.

▪Transportation Solutions (“TS”): The TS segment comprises the design and manufacturing operations for the Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and the Company’s wood flooring production facility. Additionally, the TS segment includes tank trailers and truck-mounted tanks. Finally, truck-mounted dry and refrigerated bodies, as well as service and stake bodies, are also in the TS segment.

▪Parts & Services (“P&S”): The P&S segment comprises the Company’s Parts and Services business, as well as the Upfitting Solutions and Services business (a component of our Truck Bodies business). Additionally, the Company’s Composites business, which focuses on the use of DuraPlate® composite panels beyond the semi-trailer market, is also part of the P&S segment. This segment also includes the Wabash Parts LLC entity, which we created with our partner as further described in Note 6 to the Condensed Consolidated Financial Statements. The Company’s Linq Venture Holdings LLC and Trailers as a Service (TaaS)SM initiatives, which combine our market-leading trailer products with emerging capabilities like parts distribution and a growing maintenance and repair network to provide a valuable suite of services to our customers, are included in the P&S segment as well. Finally, the P&S segment includes the Company’s Engineered Products business, which manufactures stainless-steel storage tanks and silos, mixers and processors for a variety of end markets. Growing and expanding the Parts and Services offerings continues to be a key strategic initiative for the Company.

The accounting policies of the TS and P&S segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on (loss) income from operations. The CODM evaluates performance by considering comparative period and forecast-to-actual variances for these measures monthly. The Company has not allocated certain corporate related administrative costs, interest, and income taxes included in the corporate and eliminations segment to the Company’s other reportable segments. The Company accounts for intersegment sales and transfers at cost. Segment assets are not presented as it is not a measure reviewed by the CODM in allocating resources and assessing performance.

Reportable segment information is as follows (in thousands):

(1)Other operating expenses include General and administrative expenses, Selling expenses, Amortization of intangible assets, and Impairment and other, net.

b. Product Information

The Company offers products primarily infour general categories: (1) new trailers, (2) used trailers, (3) components, parts and services, and (4) equipment and other (which includes truck bodies). The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands):

20. DIVESTITURES OF PROPERTY, PLANT, AND EQUIPMENT AND REVENUE GENERATING ASSETS

During the three months ended September 30, 2026, the Company completed the sale of its Goshen, Indiana manufacturing facility for gross proceeds of approximately $17.8 million and recognized a gain of approximately $7.5 million. The sale followed the Company’s January 2026 announcement and initiation of a plan to idle the Goshen facility as part of actions expected to reduce fixed costs. Approximately $7.4 million of the gain on sale was attributable to the Company’s Transportation Solutions operating segment while the remaining insignificant amount was attributable to the Parts & Services operating segment. During the first six months of 2026, in addition to the sale of dry van trailers to McKinney Vehicle Services, Inc. described in Note 14 to the Condensed Consolidated Financial Statements, the Company sold other property, plant, and equipment and revenue generating assets for aggregate proceeds of approximately $21.9 million and recognized aggregate net gains of approximately $1.9 million. The net gains recognized on these transactions are included in Impairment and other, net in the Condensed Consolidated Statements of Operations.

There wereno material sales of property, plant, and equipment and revenue generating assets during the three and nine month periods ended September 30, 2025.