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. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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(Name of Registrant as Specified in Its Charter)

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Letter from the President and Chief Executive Officer

Dear Fellow Stockholders,

As we reflect on 2024, it is clear this has been a pivotal year for Wabash, marking another period of progress in the company’s ongoing transformation. Building on the record-setting achievements of 2023, we have continued to demonstrate resilience in the face of a weak industry backdrop, while remaining committed to long-term value creation, strategic innovation and capitalizing on the opportunities from our growing partner ecosystem.

Our ability to navigate an industry down-cycle while continuing to invest in strategic growth will strengthen our long-term positioning, proving the benefits of our diversified first-to-final-mile portfolio complemented by our growing parts and services offerings. With a strong balance sheet and a resilient business portfolio, we are well prepared to capitalize on future opportunities as market conditions improve.

Our truck body business and growing Parts and Services segment have provided stability during a down year for other businesses, while our Trailers as a Service (TaaS)SM program, Wabash Parts joint venture and Wabash Marketplace joint venture have positioned us for scalable growth. We expect these initiatives to transform how we serve customers by seamlessly integrating physical and digital technologies to create a more connected logistics ecosystem.

In 2024, we took meaningful steps to deepen collaboration across our business ecosystem—including customers, suppliers, dealers and technology partners—to unlock new opportunities. A key example of this is our partnership with Kodiak, where our TaaS program is helping redefine the role of trailers in autonomous logistics. Additionally, our Smart Crossroads initiative with Purdue University is bringing partners together to work toward enhanced transparency within a fragmented logistics industry, helping to drive system-wide improvements through data connectivity and collaboration. Through continued innovation, Wabash remains at the forefront of the industry in redefining how logistics customers operate in a digitally connected world.

At the heart of our success is our commitment to people. Our workforce remains the foundation of Wabash’s continued progress, and we are dedicated to fostering a culture of innovation, respect and empowerment. Our goal is to ensure every employee feels connected to our mission and our customers, and empowered to help drive our ongoing business transformation.

Looking ahead, we enter 2025 with confidence, leveraging our balanced and resilient business portfolio to expand our leadership in the transportation, logistics and infrastructure markets. While market cycles come and go, we are focused on what’s within our control: innovation, collaboration and customer-driven solutions.

I want to thank our employees for their dedication, our customers and partners for their trust, and our stockholders for their continued support. Together, we are creating the next era of Wabash as a tech-enabled industrial leader, shaping a future of greater efficiency, connectivity and long-term value creation.

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 19, 2025 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 14, 2025:

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 1, 2025

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.

2025 Annual Meeting of Stockholders on May 14, 2025

Proxy Statement