WABASH NATIONAL Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Letter from the President and Chief Executive Officer

Dear Fellow Stockholders,

I am delighted to share with you the remarkable achievements and milestones that defined Wabash’s journey throughout 2023. It was a year marked not only by unprecedented financial success but also by significant strides in our strategic initiatives, setting the stage for a future fueled by innovation and growth.

During 2023, we achieved many new financial records, capped by earnings of $4.81 per share. Last year’s earnings per share (EPS) surpassed our 2025 goal set in 2022 by an extraordinary 39%.

Along with record financial results, we were pleased to receive external recognition again, including Forbes’ award for America’s Most Successful Small-Cap Companies (2023 and 2024), and Newsweek’s awards for America’s Most Responsible Companies (2024) and America’s Greatest Workplaces for Job Starters (2023).

Connections, relationships, and networks have been a central theme guiding our trajectory in 2023, and one that will continue to propel us forward. As we have evolved into a more customer-centric organization, we have intensified our efforts to enhance connections with our customers. This shift allowed us to create more touchpoints with customers in 2023, offering enhanced dry van capacity, a focus on parts and services, and innovative offerings such as Trailers as a Service (TaaS)SM. These initiatives deepen our engagement while creating value for our customers.

In addition to strengthening customer relationships, we have deepened collaborations with our supplier and technology partners. By understanding both our customers’ challenges and opportunities, we can share valuable insights with our strategic suppliers, contributing to enhanced supply base performance. Emphasizing our commitment to tech-enabled innovation, we are advancing our digital capabilities, revolutionizing the online experience for our ecosystem across the transportation and logistics landscape.

At the core of our success is our commitment to employees. Recognizing that strong engagement is integral to superior financial performance, we focus on cultivating a work environment that prioritizes respect, empowerment and innovative thinking. We are dedicated to fostering an atmosphere where every individual feels valued, respected and part of something bigger.

Looking ahead, we are confident in our strategic positioning as a visionary leader within the transportation, logistics and distribution ecosystem. Our expanding ecosystem, driven by our tech-enabled initiatives, will continue to scale, creating enhanced value for all stakeholders.

As we reflect on the accomplishments of 2023, I express my gratitude to our dedicated team; the strategic oversight of our board of directors; the trust and support of our customers, dealers and suppliers; and the confidence of our stockholders. Together, we are shaping the future of Wabash as a tech-enabled industrial company, ready to embrace the opportunities that lie ahead.

With appreciation,

Brent L. Yeagy

President and Chief Executive Officer

3900 McCarty Lane

Lafayette, Indiana 47905

Notice of Annual Meeting of Stockholders

Items of Business:

To consider any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof. Management is currently not aware of any other business to come before the Annual Meeting.

Each outstanding share of Wabash National Corporation (NYSE: WNC) Common Stock entitles the holder of record at the close of business on March 25, 2024 to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. Shares of our Common Stock can be voted at the Annual Meeting only if the holder is present by virtual presence online or by valid proxy. Management cordially invites you to attend the Annual Meeting by virtual presence online.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON MAY 22, 2024:

The Proxy Statement, Annual Report and the means to vote by internet are available at http://www.proxyvote.com.

By Order of the Board of Directors,

M. Kristin Glazner

Senior Vice President, Chief Administrative Officer,

Corporate Secretary

April 9, 2024

Whether or not you expect to attend by virtual presence online, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares by signing, dating and returning the proxy card mailed with your notice, or by voting via the internet or by telephone, will save us the expense and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed with your proxy card. Submitting your proxy now will not prevent you from voting your shares at the meeting by virtual presence online if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today.

2024 Annual Meeting of Stockholders on May 22, 2024

Proxy Statement