Form 8-K

8-K — WABASH NATIONAL Corp

Accession: 0000879526-26-000087

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0000879526

SIC: 3715 (TRUCK TRAILERS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — wnc-20260729.htm (Primary)

EX-99.1 (wnc-20260630xex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: wnc-20260729.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 29, 2026

WABASH NATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-10883 52-1375208

(State or other jurisdiction

of Incorporation) (Commission

File Number) (I.R.S. Employer

Identification No.)

3900 McCarty Lane

Lafayette Indiana 47905

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (765) 771-5310

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

WNC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 29, 2026, Wabash National Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The press release and a teleconference visual presentation are also available on the Company's Investor Relations website at ir.onewabash.com.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

EXHIBIT INDEX

Exhibit No. Description

99.1

Wabash National Corporation Press Release dated July 29, 2026

104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WABASH NATIONAL CORPORATION

Date: July 29, 2026 By: /s/ Patrick Keslin

Patrick Keslin

Senior Vice President and Chief Financial Officer

EX-99.1

Filename: wnc-20260630xex991.htm · Sequence: 2

Document

Media Contact:

Heidi Murphy

Heidi.murphy@padillaco.com

Investor Relations:

John Cummings

Sr. Director, FP&A & IR

(765) 262-2898

john.cummings@onewabash.com

Wabash Announces Second Quarter 2026 Results

▪Quarterly revenue of $417 million - Reflects strong shipments in core Dry Van market. Parts & Services generated positive revenue growth year-over-year.

▪GAAP operating loss of $25 million or Non-GAAP adjusted operating loss of $24 million; Excludes impact of $1.8 million of facility idling costs.

▪Quarterly GAAP EPS of $(0.56) or Non-GAAP adjusted EPS of $(0.53). Within the guidance range communicated for Q2-26.

▪Total backlog of $956 million ending Q2. An increase of 14% versus Q1-26 and outperforming traditional seasonal trends.

▪Q3-2026 revenue outlook midpoint of $450 million, EPS outlook $(0.45). Market conditions and financials expected to improve sequentially.

LAFAYETTE, Ind. – July 29, 2026 – Wabash (NYSE: WNC), a leader in end-to-end supply chain solutions for the transportation, logistics and infrastructure markets, today reported results for the quarter ended June 30, 2026.

The Company's net sales for the second quarter of 2026 were $417.2 million, reflecting a 9.1% decrease compared to the same quarter of the previous year. The Company generated consolidated gross margin of $15 million, equivalent to 3.7% of sales. GAAP operating loss amounted to $25 million as the company recognized $1.8 million of facility idling costs. Non-GAAP adjusted operating loss was $23.5 million for the quarter. Second quarter GAAP diluted earnings per share was $(0.56) or $(0.53) on a Non-GAAP adjusted basis.

As of June 30, 2026, total Company backlog stood at approximately $956 million, an increase of $119 million over the prior quarter.

For the third quarter of 2026, the Company guides its revenue to be in the range of $440 million to $460 million and Non-GAAP adjusted EPS to a range of $(0.50) to $(0.40).

"The second quarter continued to strengthen our conviction that the freight market recovery is taking shape. We are seeing a healthier combination of supply-side forces, safety-focused federal led enforcement and improving carrier economics. Those factors are beginning to translate into better market fundamentals" explained Brent Yeagy, President and Chief Executive Officer. "This matters because carrier profitability is what ultimately frees up capital to support increased replacement demand expenditure."

Business Segment Highlights

The table below is a summary of select segment operating and financial results prior to the elimination of intersegment sales for the second quarter of 2026 and 2025. A complete disclosure of the results by individual segment is included in the tables following this release.

Wabash National Corporation

Three Months Ended June 30, 2026 2025

New Units Shipped

Trailers(1)

8,292 8,043

Truck bodies 1,380 3,188

(1) Trailer shipments do not include converter dollies for any period presented.

Transportation Solutions Parts & Services

Three Months Ended June 30, 2026 2025 2026 2025

(Unaudited, dollars in thousands)

Net sales $ 354,654 $ 400,214 $ 63,387 $ 59,744

Gross profit $ 5,986 $ 28,600 $ 9,343 $ 12,800

Gross profit margin 1.7% 7.1% 14.7% 21.4%

(Loss) income from operations $ (13,901) $ 12,518 $ 5,965 $ 9,060

(Loss) income from operations margin (3.9)% 3.1% 9.4% 15.2%

During the second quarter, Transportation Solutions generated net sales of $354.7 million, a decrease of 11.4% compared to the same quarter of the previous year. Operating loss for the quarter amounted to $13.9 million, representing 3.9% of sales.

Parts & Services' net sales for the second quarter were $63.4 million, an increase of 6.1% compared to the prior year quarter. Operating income for the quarter amounted to $6.0 million, or 9.4% of sales.

Non-GAAP Measures

In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the financial information included in this release contains non-GAAP financial measures including adjusted operating loss, adjusted EBITDA, adjusted net loss attributable to common stockholders, adjusted diluted loss per share, free cash flow, adjusted segment EBITDA, and adjusted segment EBITDA margin. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net (loss) income, and reconciliations to GAAP financial statements should be carefully evaluated.

Adjusted operating loss, a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company’s operating results as they are not indicative of the Company’s core operating results or may obscure trends useful in evaluating the Company’s continuing activities. Accordingly, the Company presents adjusted operating loss excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating loss to provide investors with a better understanding of the Company’s view of our results as compared to prior periods. A reconciliation of adjusted operating loss to operating (loss) income, the most comparable GAAP financial measure, is included in the tables following this release.

Adjusted EBITDA includes noncontrolling interest & excludes (income) loss from unconsolidated entity and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, impairment and other, net, facility idling costs, purchase accounting gain, Missouri legal matter and other non-operating income and expense. Management believes providing adjusted EBITDA is useful for investors to understand the Company’s performance and results of operations period to period with the exclusion of the items identified above. Management believes the presentation of adjusted EBITDA, when combined with the GAAP presentations of operating (loss) income and net (loss) income, is beneficial to an investor’s understanding of the Company’s operating performance. A reconciliation of adjusted EBITDA to net (loss) income, the most comparable GAAP financial measure, is included in the tables following this release.

Adjusted net loss attributable to common stockholders and adjusted diluted loss per share reflect an adjustment for the facility idling cost, purchase accounting gain, Missouri legal matter and the related tax effects of those adjustments. Management believes providing adjusted measures and excluding certain items facilitates comparisons to the Company’s prior year periods and, when combined with the GAAP presentation of net (loss) income and diluted net (loss) income per share, is beneficial to an investor’s understanding of the Company’s performance. A reconciliation of adjusted net loss attributable to common stockholders and adjusted diluted loss per share to net (loss) income attributable to common stockholders and diluted (loss) income per share, the most comparable GAAP financial measures, are included in the tables following this release.

Free cash flow is defined as net cash provided by (used in) operating activities minus cash payments for capital expenditures minus expenditures for revenue generating assets. Management believes providing free cash flow is useful for investors to understand the Company’s performance and results of cash generation period to period with the exclusion of the item identified above. Management believes the presentation of free cash flow, when combined with the GAAP presentations of cash provided by (used in) operating activities, is beneficial to an investor’s understanding of the Company’s operating performance. A reconciliation of free cash flow to cash provided by (used in) operating activities, the most comparable GAAP financial measure, is included in the tables following this release.

Adjusted segment EBITDA, a non-GAAP financial measure, includes noncontrolling interest & excludes income (loss) from unconsolidated entity and is calculated by adding back segment depreciation and amortization expense to segment operating (loss) income, and excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating (loss) income under GAAP, but that management would not consider important in evaluating the quality of the Company’s segment operating results as they are not indicative of each segment's core operating results or may obscure trends useful in evaluating the segment's continuing activities. Adjusted segment EBITDA Margin is calculated by dividing Adjusted segment EBITDA by segment total net sales. A reconciliation of adjusted segment EBITDA to (loss) income from operations, the most comparable GAAP financial measure, is included in the tables following this release.

Information reconciling any forward-looking adjusted operating loss, adjusted EBITDA, adjusted net loss attributable to common stockholders, adjusted diluted loss per share, free cash flow, adjusted segment EBITDA and adjusted segment EBITDA margin to GAAP financial measures is unavailable to us without unreasonable effort. We cannot provide reconciliations of the above noted forward looking non-GAAP measures to GAAP financial measures because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income and statement of cash flows, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to us without unreasonable effort.

Second Quarter 2026 Conference Call

Wabash will discuss its results during its quarterly investor conference call on Wednesday, July 29, 2026, beginning at 12:00 p.m. EDT. The call and an accompanying slide presentation will be accessible on the "Investors" section of Wabash's website, www.onewabash.com, under "Events & Presentations." The conference call will be accessible at the following link: https://events.q4inc.com/attendee/138395025

A replay of the call will be available shortly after the conclusion of the presentation.

About

Wabash (NYSE: WNC) is the visionary leader of connected solutions for the transportation, logistics and distribution industries that is Changing How the World Reaches You®. Headquartered in Lafayette, Indiana, the company enables customers to thrive by providing insight into tomorrow and delivering pragmatic solutions today to move everything from first to final mile. Wabash designs, manufactures, and services a diverse range of products, including: dry freight and refrigerated trailers, flatbed trailers, tank trailers, dry and refrigerated truck bodies,

structural composite panels and products, trailer aerodynamic solutions, and specialty food grade processing equipment. Learn more at www.onewabash.com.

Safe Harbor Statement

This press release contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company’s current expectations or forecasts of future events. All statements contained in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements include, among other things, all statements regarding the Company’s outlook for trailer and truck body shipments, backlog, expectations regarding demand levels for trailers, truck bodies, non-trailer equipment and our other diversified product offerings, pricing, profitability and earnings, cash flow and liquidity, opportunity to capture higher margin sales, new product innovations, our growth and diversification strategies, our expectations for improved financial performance during the course of the year and our expectations with regards to capital allocation. These and the Company’s other forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Without limitation, these risks and uncertainties include the risks related to highly cyclical nature of our business, uncertain economic conditions including the possibility that customer demand may not meet our expectations, our backlog may not reflect future sales of our products, increased competition, reliance on certain customers and corporate partnerships, risks of customer pick-up delays, shortages and costs of raw materials including the impact of tariffs or other international trade developments, risks in implementing and sustaining improvements in the Company’s manufacturing operations and cost containment, dependence on industry trends and timing, supplier constraints, labor costs and availability, customer acceptance of and reactions to pricing changes, costs of indebtedness, and our ability to execute on our long-term strategic plan. Readers should review and consider the various disclosures made by the Company in this press release and in the Company’s reports to its stockholders and periodic reports on Forms 10-K and 10-Q.

# # #

WABASH NATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited - dollars in thousands)

June 30,

2026 December 31,

2025

Assets

Current assets:

Cash and cash equivalents $ 71,496 $ 31,923

Accounts receivable, net 171,818 119,874

Inventories, net 192,261 181,153

Prepaid expenses and other 56,179 86,136

Total current assets 491,754 419,086

Property, plant, and equipment, net 283,363 300,477

Goodwill 213,333 191,222

Deferred income taxes 31,848 9,047

Intangible assets, net 58,213 63,561

Investment in unconsolidated entities 16,261 7,250

Other assets 144,010 180,538

Total assets $ 1,238,782 $ 1,171,181

Liabilities and Stockholders’ Equity

Current liabilities:

Current portion of long-term debt $ — $ —

Accounts payable 244,191 145,739

Other accrued liabilities 129,955 156,556

Total current liabilities 374,146 302,295

Long-term debt 513,220 442,852

Other non-current liabilities 57,564 57,492

Total liabilities 944,930 802,639

Commitments and contingencies

Noncontrolling interest 1,397 1,184

Wabash National Corporation stockholders’ equity:

Common stock 200,000,000 shares authorized, $0.01 par value, 40,737,173 and 40,436,437 shares outstanding, respectively 790 787

Additional paid-in capital 703,705 700,697

Retained earnings 228,943 303,615

Accumulated other comprehensive loss (3,640) (398)

Treasury stock at cost, 38,263,966 and 38,263,966 common shares, respectively (637,343) (637,343)

Total Wabash National Corporation stockholders' equity 292,455 367,358

Total liabilities, noncontrolling interest, and equity $ 1,238,782 $ 1,171,181

WABASH NATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited - dollars in thousands, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net sales $ 417,241 $ 458,816 $ 720,470 $ 839,706

Cost of sales 401,912 417,416 715,716 779,303

Gross profit 15,329 41,400 4,754 60,403

General and administrative expenses 32,366 37,009 64,463 (267,676)

Selling expenses 6,336 6,339 14,054 12,718

Amortization of intangible assets 2,674 2,789 5,348 5,578

Impairment and other, net (752) 14 (1,457) (17)

(Loss) income from operations (25,295) (4,751) (77,654) 309,800

Other income (expense):

Interest expense (6,693) (5,308) (12,879) (10,334)

Other, net 367 (33) 657 1,581

Other expense, net (6,326) (5,341) (12,222) (8,753)

Income (loss) from unconsolidated entity 151 (2,203) 151 (4,045)

(Loss) income before income tax expense (31,470) (12,295) (89,725) 297,002

Income tax (benefit) expense (8,856) (2,692) (21,876) 75,409

Net (loss) income (22,614) (9,603) (67,849) 221,593

Net income (loss) attributable to noncontrolling interest 277 (14) 213 241

Net (loss) income attributable to common stockholders $ (22,891) $ (9,589) $ (68,062) $ 221,352

Net (loss) income attributable to common stockholders per share:

Basic $ (0.56) $ (0.23) $ (1.67) $ 5.24

Diluted $ (0.56) $ (0.23) $ (1.67) $ 5.21

Weighted average common shares outstanding (in thousands):

Basic 40,917 41,753 40,828 42,231

Diluted 40,917 41,753 40,828 42,458

Dividends declared per share $ 0.08 $ 0.08 $ 0.16 $ 0.16

WABASH NATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - dollars in thousands)

Six Months Ended June 30,

2026 2025

Cash flows from operating activities

Net (loss) income $ (67,849) $ 221,593

Adjustments to reconcile net (loss) income to net cash used in operating activities

Depreciation 23,291 23,524

Amortization of intangibles 5,348 5,578

Net (gain) loss on sale of property, plant and equipment (1,855) 21

Deferred income taxes (22,801) 86,749

Stock-based compensation 5,082 5,623

Non-cash interest expense 526 494

Equity in (income) loss from unconsolidated entity (151) 4,045

Impairment — (20)

Accounts receivable (51,351) (45,783)

Inventories (11,108) 6,371

Prepaid expenses and other 5,874 (18,767)

Accounts payable and accrued liabilities 92,988 40,079

Other, net (6,511) (345,613)

Net cash used in operating activities (28,517) (16,106)

Cash flows from investing activities

Cash payments for capital expenditures (5,490) (14,925)

Expenditures for revenue generating assets (235) (20,885)

Proceeds from the sale of assets 21,859 40

Acquisition, net of cash acquired (2,872) (1,666)

Investment in unconsolidated affiliates and other (6,175) (10,350)

Net cash provided by (used in) investing activities 7,087 (47,786)

Cash flows from financing activities

Proceeds from exercise of stock options — 11

Dividends paid (6,770) (7,251)

Borrowings under revolving credit facilities 188,366 40,904

Payments under revolving credit facilities (118,366) (904)

Debt issuance costs paid (171) (1)

Stock repurchases — (26,928)

Other (2,056) —

Net cash provided by financing activities 61,003 5,831

Cash and cash equivalents:

Net increase (decrease) in cash and cash equivalents 39,573 (58,061)

Cash and cash equivalents at beginning of period 31,923 115,484

Cash and cash equivalents at end of period $ 71,496 $ 57,423

Supplemental disclosures of cash flow information:

Cash paid for interest $ 12,362 $ 9,666

Net cash (refunds received) paid for income taxes $ (10,052) $ 174

Period end balance of payables for property, plant, and equipment $ 1,563 $ 2,501

WABASH NATIONAL CORPORATION

SEGMENTS AND RELATED INFORMATION

(Unaudited - dollars in thousands)

Wabash National Corporation

Three Months Ended June 30, 2026 2025

Units Shipped

New trailers (1)

8,292 8,043

New truck bodies 1,380 3,188

Used trailers 40 30

(1) Trailer shipments do not include converter dollies for any period presented.

Three Months Ended June 30, Transportation Solutions Parts & Services Corporate and

Eliminations Consolidated

2026

New trailers $ 317,516 $ — $ (465) $ 317,051

Used trailers — 1,796 — 1,796

Components, parts and service — 32,538 — 32,538

Equipment and other 37,138 29,053 (335) 65,856

Total net external sales $ 354,654 $ 63,387 $ (800) $ 417,241

Gross profit $ 5,986 $ 9,343 $ — $ 15,329

(Loss) income from operations $ (13,901) $ 5,965 $ (17,359) $ (25,295)

Adjusted (loss) income from operations1

$ (12,137) $ 5,965 $ (17,359) $ (23,531)

2025

New trailers $ 312,931 $ — $ (771) $ 312,160

Used trailers — 1,120 — 1,120

Components, parts and service — 32,755 — 32,755

Equipment and other 87,283 25,869 (371) 112,781

Total net external sales $ 400,214 $ 59,744 $ (1,142) $ 458,816

Gross profit $ 28,600 $ 12,800 $ — $ 41,400

Income (loss) from operations $ 12,518 $ 9,060 $ (26,329) $ (4,751)

Adjusted income (loss) from operations1

$ 12,518 $ 9,060 $ (21,716) $ (138)

1 Adjusted operating (loss) income, a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating (loss) income under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company’s operating results as they are not indicative of the Company’s core operating results or may obscure trends useful in evaluating the Company’s continuing activities. Accordingly, the Company presents adjusted operating (loss) income excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating (loss) income to provide investors with a better understanding of the Company’s view of our results as compared to prior periods.

WABASH NATIONAL CORPORATION

SEGMENTS AND RELATED INFORMATION

(Unaudited - dollars in thousands)

Wabash National Corporation

Six Months Ended June 30, 2026 2025

Units Shipped

New trailers (1)

13,670 13,820

New truck bodies 2,907 6,186

Used trailers 70 65

(1) Trailer shipments do not include converter dollies for any period presented.

Six Months Ended June 30, Transportation Solutions Parts & Services Corporate and

Eliminations Consolidated

2026

New trailers $ 522,963 $ — $ (979) $ 521,984

Used trailers — 2,840 — 2,840

Components, parts and service — 65,624 — 65,624

Equipment and other 81,867 48,992 (837) 130,022

Total net external sales $ 604,830 $ 117,456 $ (1,816) $ 720,470

Gross (loss) profit $ (9,530) $ 14,284 $ — $ 4,754

(Loss) income from operations $ (51,250) $ 9,768 $ (36,172) $ (77,654)

Adjusted (loss) income from operations1

$ (46,654) $ 3,773 $ (36,172) $ (79,053)

2025

New trailers $ 563,976 $ — $ (18,441) $ 545,535

Used trailers — 2,620 — 2,620

Components, parts and service — 64,257 — 64,257

Equipment and other 183,041 44,822 (569) 227,294

Total net external sales $ 747,017 $ 111,699 $ (19,010) $ 839,706

Gross profit $ 37,014 $ 23,389 $ — $ 60,403

Income from operations $ 2,720 $ 15,970 $ 291,110 $ 309,800

Adjusted income (loss) from operations1

$ 2,720 $ 15,970 $ (46,277) $ (27,587)

WABASH NATIONAL CORPORATION

SEGMENT AND COMPANY FINANCIAL INFORMATION

(Unaudited - dollars in thousands)

Adjusted Operating Loss1

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Transportation Solutions

(Loss) income from operations $ (13,901) $ 12,518 $ (51,250) $ 2,720

Adjustments:

Facility idling and related costs 1,764 — 4,596 —

Adjusted operating (loss) income (12,137) 12,518 (46,654) 2,720

Parts & Services

Income from operations 5,965 9,060 9,768 15,970

Adjustments:

Purchase accounting gains — — (5,995) —

Adjusted operating income 5,965 9,060 3,773 15,970

Corporate

(Loss) income from operations (17,359) (26,329) (36,172) 291,110

Adjustments:

Missouri legal matter — 4,613 — (337,387)

Adjusted operating loss (17,359) (21,716) (36,172) (46,277)

Consolidated

(Loss) income from operations (25,295) (4,751) (77,654) 309,800

Adjustments:

Facility idling and related costs 1,764 — 4,596 —

Purchase accounting gains — — (5,995) —

Missouri legal matter — 4,613 — (337,387)

Adjusted operating loss $ (23,531) $ (138) $ (79,053) $ (27,587)

1 Adjusted operating loss, a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating (loss) income under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company’s operating results as they are not indicative of the Company’s core operating results or may obscure trends useful in evaluating the Company’s continuing activities. Accordingly, the Company presents adjusted operating loss excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating loss to provide investors with a better understanding of the Company’s view of our results as compared to prior periods.

WABASH NATIONAL CORPORATION

RECONCILIATION OF GAAP FINANCIAL MEASURES TO

NON-GAAP FINANCIAL MEASURES

(Unaudited - dollars in thousands, except per share amounts)

Adjusted EBITDA1:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net (loss) income $ (22,614) $ (9,603) $ (67,849) $ 221,593

Income tax (benefit) expense (8,856) (2,692) (21,876) 75,409

Interest expense 6,693 5,308 12,879 10,334

Depreciation and amortization 13,610 14,070 27,619 29,102

Stock-based compensation 1,911 2,374 5,082 5,623

Impairment and other, net (752) 14 (1,457) (17)

Other, net (367) 33 (657) (1,581)

(Income) loss from unconsolidated entity (151) 2,203 (151) 4,045

Facility idling and related costs 1,764 — 4,596 —

Purchase accounting gains — — (5,995) —

Missouri legal matter — 4,613 — (337,387)

Adjusted EBITDA $ (8,762) $ 16,320 $ (47,809) $ 7,121

Adjusted Net Loss Attributable to Common Stockholders2:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net (loss) income attributable to common stockholders $ (22,891) $ (9,589) $ (68,062) $ 221,352

Adjustments:

Facility idling and related costs 1,764 — 4,596 —

Purchase accounting gains — — (5,995) —

Missouri legal matter — 4,613 — (337,387)

Tax effect of aforementioned items (441) (1,163) 350 85,090

Adjusted net loss attributable to common stockholders $ (21,568) $ (6,139) $ (69,111) $ (30,945)

Adjusted Diluted Loss Per Share2:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Diluted (loss) income per share $ (0.56) $ (0.23) $ (1.67) $ 5.21

Adjustments:

Facility idling and related costs 0.04 — 0.11 —

Purchase accounting gains — — (0.14) —

Missouri legal matter — 0.11 — (7.95)

Tax effect of aforementioned items (0.01) (0.03) 0.01 2.01

Adjusted diluted loss per share $ (0.53) $ (0.15) $ (1.69) $ (0.73)

Weighted average diluted shares outstanding (in thousands) 40,917 41,753 40,828 42,458

1 Adjusted EBITDA includes noncontrolling interest & excludes (income) loss from unconsolidated entity and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, impairment and other, net, facility idling costs, purchase accounting gains, Missouri legal matter and other non-operating income and expense. Management believes providing adjusted EBITDA is useful for investors to understand the Company’s performance and results of operations period to period with the exclusion of the items identified above. Management believes the presentation of adjusted EBITDA, when combined with the GAAP presentations of operating (loss) income and net (loss) income, is beneficial to an investor’s understanding of the Company’s operating performance.

2 Adjusted net loss attributable to common stockholders and adjusted diluted loss per share reflect adjustments for facility idling costs, purchase accounting gains, Missouri legal matter and the related tax effect of those adjustments.

WABASH NATIONAL CORPORATION

RECONCILIATION OF FREE CASH FLOW1

(Unaudited - dollars in thousands)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net cash provided by (used in) operating activities $ 5,135 $ (15,834) $ (28,517) $ (16,106)

Cash payments for capital expenditures (2,065) (6,227) (5,490) (14,925)

Expenditures for revenue generating assets — (741) (235) (20,885)

Free Cash Flow1

$ 3,070 $ (22,802) $ (34,242) $ (51,916)

1 Free cash flow is defined as net cash provided by (used in) operating activities minus cash payments for capital expenditures minus expenditures for revenue generating assets. Management believes providing free cash flow is useful for investors to understand the Company’s performance and results of cash generation period to period with the exclusion of the item identified above. Management believes the presentation of free cash flow, when combined with the GAAP presentations of cash provided by (used in) operating activities, is beneficial to an investor’s understanding of the Company’s operating performance.

WABASH NATIONAL CORPORATION

RECONCILIATION OF ADJUSTED SEGMENT EBITDA1

AND ADJUSTED SEGMENT EBITDA MARGIN1

(Unaudited - dollars in thousands)

Transportation Solutions Parts & Services

Three Months Ended June 30, 2026 2025 2026 2025

(Loss) income from operations $ (13,901) $ 12,518 $ 5,965 $ 9,060

Depreciation and amortization 10,431 11,686 1,937 1,265

Impairment and other, net (345) — (407) —

Facility idling and related costs 1,764 — — —

Adjusted segment EBITDA1

$ (2,051) $ 24,204 $ 7,495 $ 10,325

Adjusted segment EBITDA margin1

(0.6) % 6.0 % 11.8 % 17.3 %

Transportation Solutions Parts & Services

Six Months Ended June 30, 2026 2025 2026 2025

(Loss) income from operations $ (51,250) $ 2,720 $ 9,768 $ 15,970

Depreciation and amortization 22,067 24,384 4,251 2,417

Impairment and other, net (369) — (990) —

Facility idling and related costs 4,596 — — —

Purchase accounting gains — — (5,995) —

Adjusted segment EBITDA1

$ (24,956) $ 27,104 $ 7,034 $ 18,387

Adjusted segment EBITDA margin1

(4.1) % 3.6 % 6.0 % 16.5 %

1 Adjusted segment EBITDA, a non-GAAP financial measure, includes noncontrolling interest & excludes income (loss) from unconsolidated entity and is calculated by adding back segment depreciation and amortization expense to segment operating (loss) income, and excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating (loss) income under GAAP, but that management would not consider important in evaluating the quality of the Company’s segment operating results as they are not indicative of each segment's core operating results or may obscure trends useful in evaluating the segment's continuing activities. Adjusted segment EBITDA margin is calculated by dividing Adjusted segment EBITDA by segment total net sales.

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