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WABASH NATIONAL Corp

For the period ended May 13, 2026. Filed Mar 31, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2026 · Filed Mar 31, 2026

WNC$10.91-1.8%Stored close · as of Nov 6, 2026
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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

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

WABASH NATIONAL CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Letter from the President and Chief Executive Officer

Dear Stockholders,

In 2025, Wabash continued executing our long-term strategy while navigating a difficult cyclical freight and equipment market. Our resilient business model, disciplined operations and focused capital allocation enabled us to continue our strategic journey.

Our Upfit and Parts & Services segment provided stability and reinforced our expansion across thefirst-to-final mile transportation value chain. Parts & Services remains a key driver of recurring revenue growth, customer lifecycle engagement and long-term value creation.

We also continued investing in commercial capabilities, enhancing strategic account engagement, data-driven market intelligence, dealer and channel enablement and lifecycle customer experience. These investments strengthen our ability to capture targeted growth opportunities and deepen customer partnerships, while positioning us to accelerate performance as market demand improves.

Innovation, ecosystem partnerships and manufacturing productivity investments remain central to our competitive differentiation. At the same time, we maintained strong capital discipline, supply chain resilience and domestic production capabilities to support long-term growth and operational performance.

Our performance ultimately reflects the strength of our people and our culture. Across Wabash, our team continues to operate with accountability, discipline and a commitment to continuous improvement. Their focus on safety, quality, operational excellence and customer success is the foundation of our resilience and long-term value creation.

Looking ahead to 2026, we expect to continue executing our customer-focused strategy, expanding aftermarket parts revenue and customer support related services. We remain focused on strengthening our commercial effectiveness, leading with operational excellence and driving differentiated product innovation to assist customers navigating evolving freight, regulatory and technology transitions.

We remain confident in the long-term fundamentals of the transportation and logistics markets we serve. Wabash is positioned to outperform over the course of a pending freight market upswing through focused execution, aftermarket and upfit growth, differentiated technology and strengthened commercial execution.

On behalf of our leadership team, thank you to our employees, customers, partners and stockholders for your continued trust and support.

With appreciation,

Brent L. Yeagy

President and Chief Executive Officer

WABASH NATIONAL CORPORATION

3900 McCarty Lane

Lafayette, Indiana 47905

Notice of Annual Meeting of Stockholders

When: Wednesday, May 13, 2026, at 10:00 a.m. Eastern timeItems of Business: 3 proposals as listed below Date of Mailing: The date of mailing ofthis Proxy Statement orNotice of InternetAvailability is on or about March 31, 2026.Who Can Vote: Stockholders of each share of common stock at the close of business on March 16, 2026.Attending the Meeting: The 2026 Annual Meeting of Stockholders will be held in a virtual meeting (via live audio webcast) format only. You will not be able to attend the 2026 Annual Meeting of Stockholders physically. You or your proxyholder may participate, vote, and examine our stockholder list at the 2026 Annual Meeting of Stockholders by visiting www.virtualshareholder meeting.com/WNC2026 and using your control number found on your proxy card.

Items of Business:

1.To elect nine members of the Board of Directors from the nominees named in the accompanying proxy statement;
2.To approve, on an advisory basis, the compensation of our named executive officers;
3.To ratify the appointment of Ernst & Young LLP as Wabash National Corporation’s independent registered public accounting firm for the year ending December 31, 2026; and

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 16, 2026 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 13, 2026:

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

March 31, 2026

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.

2026 Annual Meeting of Stockholders on May 13, 2026

Proxy Statement

Proxy Statement Summary1
Information About the Annual Meeting, Proxy Materials and Voting14
Proposal 1 – Election of Directors17
Information on Directors Standing for Election17
Corporate Governance26
Governance Guidelines & Code of Business Conduct & Ethics26
Board Structure and its Role in Risk Oversight26
Director Independence26
Independent Chairperson26
Director Refreshment27
Director Attendance27
Board’s Role in Risk Oversight28
Committees of the Board29
Nominating, Corporate Governance and Sustainability Committee29
Compensation Committee30
Audit Committee30
Finance Committee31
Prohibition Against Insider Trading32
Related Persons Transactions Policy32
Nomination of Director Candidates32
Qualifications of Director Candidates32
Director Nomination Process34
Director Compensation35
Compensation Discussion and Analysis37
Compensation Highlights37
Compensation Best Practices37
Summary of Compensation Elements38
Our 2025 Say-on-Pay Vote38
Compensation Objectives and Philosophy39
Compensation Methodology and Process40
The Role of Independent Compensation Consultant40
Peer Group Analysis and Market Compensation Data41
Compensation Program Elements42
Base Salary42
Management Incentive Plan42
Long-Term Incentive Plan44
Retirement and Deferred Compensation Benefits49
Severance and Change in Control Benefits49
Executive Stock Ownership Guidelines51
Anti-Hedging Rules51
Timing of Equity Awards51
Compensation Recovery Policy52
Compensation Risk Assessment52
Compensation Committee Report53
Executive Compensation Tables54
Summary Compensation Table for the Year Ended December 31, 202554
Grants of Plan-Based Awards for the Year Ended December 31, 202556
Outstanding Equity Awards as of December 31, 202557
Option Exercises and Stock Vested During 202559
Non-Qualified Deferred Compensation60
Potential Payments on Termination or Change in Control60
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates63
Pay Ratio Disclosure64
Pay Versus Performance Disclosure66
Compensation Committee Interlocks and Insider Participation70
Equity Compensation Plan Information71
Proposal 2 – Advisory Vote on the Compensation of Our Named Executive Officers72
Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm74
Independent Registered Public Accounting Firm74
Principal Accounting Fees and Services74
Pre-Approval Policy for Audit and Non-Audit Fees75
Audit Committee Report75
Beneficial Ownership Information76
Beneficial Ownership of Common Stock76
Delinquent Section 16(a) Reports77
General Information78
Availability of Certain Documents78
Communications with the Board of Directors78
Stockholder Proposals and Nominations78
Householding of Proxy Materials79
WABASH NATIONAL CORPORATION2026 Proxy Statementi
ContentsView on SEC.gov

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