Form 8-K

8-K — WABASH NATIONAL Corp

Accession: 0000879526-26-000101

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0000879526

SIC: 3715 (TRUCK TRAILERS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — wnc-20261029.htm (Primary)

EX-99.1 (wnc-20260930xex991.htm)

GRAPHIC (wabash-logoxbluea.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: wnc-20261029.htm · Sequence: 1

wnc-20261029

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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) October 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 October 29, 2026, Wabash National Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 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 October 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: October 29, 2026 By: /s/ Patrick Keslin

Patrick Keslin

Senior Vice President and Chief Financial Officer

EX-99.1

Filename: wnc-20260930xex991.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 Third Quarter 2026 Results

▪Quarterly revenue of $476 million - Reflects strong shipments in core Dry Van market. Parts & Services generated positive revenue growth year-over-year.

▪GAAP operating loss of $20 million or Non-GAAP adjusted operating loss of $27 million; Non-GAAP adjusted operating loss excludes impact of $7.5 million related to the gain on sale of a manufacturing facility and $0.5 million of facility idling costs.

▪Quarterly GAAP EPS of $(0.51) or Non-GAAP adjusted EPS of $(0.63).

▪Total backlog of $1,198 million as of September 30, 2026. An increase of 25% versus Q2-26 and outperforming traditional seasonal trends.

▪Q4-2026 revenue outlook midpoint of $435 million, EPS outlook $(0.65). Market conditions and financials expected to improve sequentially thereafter.

LAFAYETTE, Ind. – October 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 September 30, 2026.

The Company's net sales for the third quarter of 2026 were $476.4 million, reflecting a 24.8% increase compared to the same quarter of the previous year. The Company generated consolidated gross margin of $15 million, equivalent to 3.1% of sales. GAAP operating loss amounted to $20 million as the company recognized a $7.5 million gain on the sale of a manufacturing facility and recorded $0.5 million of facility idling costs. Excluding the impact of the gain on sale and facility idling costs, Non-GAAP adjusted operating loss was $27 million for the quarter. Third quarter GAAP diluted earnings per share was $(0.51) or $(0.63) on a Non-GAAP adjusted basis.

As of September 30, 2026, total Company backlog stood at approximately $1,198 million, an increase of $242 million over the prior quarter.

For the fourth quarter of 2026, the Company guides its revenue to be in the range of $420 million to $450 million and Non-GAAP adjusted EPS to a range of $(0.75) to $(0.55).

"Our third quarter results represent another step forward in what continues to be a transition year for Wabash" explained Brent Yeagy, President and Chief Executive Officer. "Beneath the results we have explicit and material evidence in demonstrated customer demand. That gives confidence that the conditions required for a broader recovery are solidly in place. As a direct result of customer order activity at scale, we aggressively pulled forward capacity addition actions into Q3, actions previously slated for Q1 and Q2 of 2027, to increase dry van output in direct response".

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 third 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 September 30, 2026 2025

New Units Shipped

Trailers(1)

9,563 6,675

Truck bodies 1,685 3,067

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

Transportation Solutions Parts & Services

Three Months Ended September 30, 2026 2025 2026 2025

(Unaudited, dollars in thousands)

Net sales $ 407,860 $ 334,474 $ 69,356 $ 60,964

Gross profit $ 4,008 $ 5,077 $ 10,867 $ 10,631

Gross profit margin 1.0% 1.5% 15.7% 17.4%

(Loss) income from operations $ (7,541) $ (13,116) $ 5,756 $ 6,621

(Loss) income from operations margin (1.8)% (3.9)% 8.3% 10.9%

During the third quarter, Transportation Solutions generated net sales of $407.9 million, an increase of 21.9% compared to the same quarter of the previous year. Operating loss for the quarter amounted to $7.5 million, representing 1.8% of sales.

Parts & Services' net sales for the third quarter were $69.4 million, an increase of 13.8% compared to the prior year quarter. Operating income for the quarter amounted to $5.8 million, or 8.3% 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) income, 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, gain on sale of facility, 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, gain on sale of facility, 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 (used in) provided by 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 (used by) provided by operating activities, is beneficial to an investor’s understanding of the Company’s operating performance. A reconciliation of free cash flow to cash (used in) provided by 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) income, 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.

Third Quarter 2026 Conference Call

Wabash will discuss its results during its quarterly investor conference call on Thursday, October 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/756116794. 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)

September 30,

2026 December 31,

2025

Assets

Current assets:

Cash and cash equivalents $ 69,290 $ 31,923

Accounts receivable, net 198,614 119,874

Inventories, net 195,329 181,153

Prepaid expenses and other 39,792 86,136

Total current assets 503,025 419,086

Property, plant, and equipment, net 267,440 300,477

Goodwill 213,337 191,222

Deferred income taxes 38,219 9,047

Intangible assets, net 55,540 63,561

Investment in unconsolidated entities 16,331 7,250

Other assets 140,506 180,538

Total assets $ 1,234,398 $ 1,171,181

Liabilities and Stockholders’ Equity

Current liabilities:

Current portion of long-term debt $ — $ —

Accounts payable 246,184 145,739

Other accrued liabilities 119,270 156,556

Total current liabilities 365,454 302,295

Long-term debt 540,257 442,852

Other non-current liabilities 55,808 57,492

Total liabilities 961,519 802,639

Commitments and contingencies

Noncontrolling interest 1,792 1,184

Wabash National Corporation stockholders’ equity:

Common stock 200,000,000 shares authorized, $0.01 par value, 40,738,694 and 40,436,437 shares outstanding, respectively 790 787

Additional paid-in capital 706,152 700,697

Retained earnings 204,809 303,615

Accumulated other comprehensive loss (3,321) (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 271,087 367,358

Total liabilities, noncontrolling interest, and equity $ 1,234,398 $ 1,171,181

WABASH NATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Net sales $ 476,408 $ 381,595 $ 1,196,878 $ 1,221,301

Cost of sales 461,533 365,887 1,177,249 1,145,190

Gross profit 14,875 15,708 19,629 76,111

General and administrative expenses 32,358 (50,520) 96,821 (318,196)

Selling expenses 6,857 5,590 20,911 18,308

Amortization of intangible assets 2,673 2,789 8,021 8,367

Impairment and other, net (6,987) 203 (8,444) 186

(Loss) income from operations (20,026) 57,646 (97,680) 367,446

Other income (expense):

Interest expense (6,957) (5,373) (19,836) (15,707)

Other, net 315 1,240 972 2,821

Other expense, net (6,642) (4,133) (18,864) (12,886)

Income (loss) from unconsolidated entity 71 (1,845) 222 (5,890)

(Loss) income before income tax expense (26,597) 51,668 (116,322) 348,670

Income tax (benefit) expense (6,244) 11,629 (28,120) 87,038

Net (loss) income (20,353) 40,039 (88,202) 261,632

Net income attributable to noncontrolling interest 395 62 608 303

Net (loss) income attributable to common stockholders $ (20,748) $ 39,977 $ (88,810) $ 261,329

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

Basic $ (0.51) $ 0.98 $ (2.17) $ 6.25

Diluted $ (0.51) $ 0.97 $ (2.17) $ 6.22

Weighted average common shares outstanding (in thousands):

Basic 40,991 40,928 40,883 41,795

Diluted 40,991 41,170 40,883 42,014

Dividends declared per share $ 0.08 $ 0.08 $ 0.24 $ 0.24

WABASH NATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - dollars in thousands)

Nine Months Ended September 30,

2026 2025

Cash flows from operating activities

Net (loss) income $ (88,202) $ 261,632

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

Depreciation 34,222 35,345

Amortization of intangibles 8,021 8,367

Net (gain) loss on sale of property, plant and equipment (8,784) 100

Deferred income taxes (29,172) 90,142

Stock-based compensation 7,542 8,895

Non-cash interest expense 1,088 749

Equity in (income) loss from unconsolidated entity (222) 5,890

Accounts receivable (78,147) (3,234)

Inventories (14,575) 39,320

Prepaid expenses and other 9,191 (54,185)

Accounts payable and accrued liabilities 99,109 128,216

Other, net (5,891) (452,137)

Net cash (used in) provided by operating activities (65,820) 69,100

Cash flows from investing activities

Cash payments for capital expenditures (8,946) (20,207)

Expenditures for revenue generating assets (242) (40,189)

Proceeds from the sale of assets 39,723 138

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

Investment in unconsolidated affiliates and other (6,174) (12,350)

Net cash provided by (used in) investing activities 21,489 (74,274)

Cash flows from financing activities

Proceeds from exercise of stock options — 11

Dividends paid (10,031) (10,539)

Proceeds from issuance of Convertible Notes 150,000 —

Borrowings under revolving credit facilities 201,879 41,751

Payments under revolving credit facilities (246,879) (16,751)

Debt issuance costs paid (11,202) (1)

Stock repurchases — (33,106)

Other (2,069) —

Net cash provided by (used in) financing activities 81,698 (18,635)

Cash and cash equivalents:

Net increase (decrease) in cash and cash equivalents 37,367 (23,809)

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

Cash and cash equivalents at end of period $ 69,290 $ 91,675

Supplemental disclosures of cash flow information:

Cash paid for interest $ 13,169 $ 10,453

Net cash refunds received for income taxes $ (9,715) $ (307)

Period end balance of payables for property, plant, and equipment $ 1,242 $ 2,916

WABASH NATIONAL CORPORATION

SEGMENTS AND RELATED INFORMATION

(Unaudited - dollars in thousands)

Wabash National Corporation

Three Months Ended September 30, 2026 2025

Units Shipped

New trailers (1)

9,563 6,675

New truck bodies 1,685 3,067

Used trailers 39 20

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

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

Eliminations Consolidated

2026

New trailers $ 363,426 $ — $ (453) $ 362,973

Used trailers — 1,952 — 1,952

Components, parts and service — 31,443 — 31,443

Equipment and other 44,434 35,961 (355) 80,040

Total net external sales $ 407,860 $ 69,356 $ (808) $ 476,408

Gross profit $ 4,008 $ 10,867 $ — $ 14,875

(Loss) income from operations $ (7,541) $ 5,756 $ (18,241) $ (20,026)

Adjusted (loss) income from operations1

$ (14,382) $ 5,632 $ (18,241) $ (26,991)

2025

New trailers $ 259,038 $ — $ (13,473) $ 245,565

Used trailers — 929 — 929

Components, parts and service — 32,584 — 32,584

Equipment and other 75,436 27,451 (370) 102,517

Total net external sales $ 334,474 $ 60,964 $ (13,843) $ 381,595

Gross profit $ 5,077 $ 10,631 $ — $ 15,708

(Loss) Income from operations $ (13,116) $ 6,621 $ 64,141 $ 57,646

Adjusted (loss) income from operations1

$ (13,116) $ 6,621 $ (17,066) $ (23,561)

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

Nine Months Ended September 30, 2026 2025

Units Shipped

New trailers (1)

23,233 20,495

New truck bodies 4,592 9,253

Used trailers 109 85

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

Nine Months Ended September 30, Transportation Solutions Parts & Services Corporate and

Eliminations Consolidated

2026

New trailers $ 886,389 $ — $ (1,432) $ 884,957

Used trailers — 4,792 — 4,792

Components, parts and service — 97,067 — 97,067

Equipment and other 126,301 84,953 (1,192) 210,062

Total net external sales $ 1,012,690 $ 186,812 $ (2,624) $ 1,196,878

Gross (loss) profit $ (5,522) $ 25,151 $ — $ 19,629

(Loss) income from operations $ (58,791) $ 15,524 $ (54,413) $ (97,680)

Adjusted (loss) income from operations1

$ (61,241) $ 9,611 $ (54,413) $ (106,043)

2025

New trailers $ 823,014 $ — $ (31,914) $ 791,100

Used trailers — 3,549 — 3,549

Components, parts and service — 96,841 — 96,841

Equipment and other 258,477 72,273 (939) 329,811

Total net external sales $ 1,081,491 $ 172,663 $ (32,853) $ 1,221,301

Gross profit $ 42,091 $ 34,020 $ — $ 76,111

(Loss) Income from operations $ (10,396) $ 22,591 $ 355,251 $ 367,446

Adjusted (loss) income from operations1

$ (10,396) $ 22,591 $ (63,343) $ (51,148)

WABASH NATIONAL CORPORATION

SEGMENT AND COMPANY FINANCIAL INFORMATION

(Unaudited - dollars in thousands)

Adjusted Operating Loss1

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Transportation Solutions

Loss from operations $ (7,541) $ (13,116) $ (58,791) $ (10,396)

Adjustments:

Facility idling and related costs 500 — 4,891 —

Gain on sale of facility (7,341) — (7,341) —

Adjusted operating loss (14,382) (13,116) (61,241) (10,396)

Parts & Services

Income from operations 5,756 6,621 15,524 22,591

Adjustments:

Facility idling and related costs — — 206 —

Gain on sale of facility (124) — (124) —

Purchase accounting gains — — (5,995) —

Adjusted operating income 5,632 6,621 9,611 22,591

Corporate

(Loss) income from operations (18,241) 64,141 (54,413) 355,251

Adjustments:

Missouri legal matter — (81,207) — (418,594)

Adjusted operating loss (18,241) (17,066) (54,413) (63,343)

Consolidated

(Loss) income from operations (20,026) 57,646 (97,680) 367,446

Adjustments:

Facility idling and related costs 500 — 5,097 —

Gain on sale of facility (7,465) — (7,465) —

Purchase accounting gains — — (5,995) —

Missouri legal matter — (81,207) — (418,594)

Adjusted operating loss $ (26,991) $ (23,561) $ (106,043) $ (51,148)

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 September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Net (loss) income $ (20,353) $ 40,039 $ (88,202) $ 261,632

Income tax (benefit) expense (6,244) 11,629 (28,120) 87,038

Interest expense 6,957 5,373 19,836 15,707

Depreciation and amortization 13,604 14,610 41,223 43,712

Stock-based compensation 2,460 3,272 7,542 8,895

Impairment and other, net 478 203 (979) 186

Other, net (315) (1,240) (972) (2,821)

(Income) loss from unconsolidated entity (71) 1,845 (222) 5,890

Facility idling and related costs 500 — 5,097 —

Gain on sale of facility (7,465) — (7,465) —

Purchase accounting gains — — (5,995) —

Missouri legal matter — (81,207) — (418,594)

Adjusted EBITDA $ (10,449) $ (5,476) $ (58,257) $ 1,645

Adjusted Net Loss Attributable to Common Stockholders2:

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Net (loss) income attributable to common stockholders $ (20,748) $ 39,977 $ (88,810) $ 261,329

Adjustments:

Facility idling and related costs 500 — 5,097 —

Gain on sale of facility (7,465) — (7,465) —

Purchase accounting gains — — (5,995) —

Missouri legal matter — (81,207) — (418,594)

Tax effect of aforementioned items 1,741 20,015 2,090 105,105

Adjusted net loss attributable to common stockholders $ (25,972) $ (21,215) $ (95,083) $ (52,160)

Adjusted Diluted Loss Per Share2:

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Diluted (loss) income per share $ (0.51) $ 0.97 $ (2.17) $ 6.22

Adjustments:

Facility idling and related costs 0.01 — 0.12 —

Gain on sale of facility (0.18) — (0.18) —

Purchase accounting gains — — (0.15) —

Missouri legal matter — (1.97) — (9.96)

Tax effect of aforementioned items 0.05 0.49 0.05 2.50

Adjusted diluted loss per share $ (0.63) $ (0.51) $ (2.33) $ (1.24)

Weighted average diluted shares outstanding (in thousands) 40,991 41,170 40,883 42,014

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, gain on sale of facility, 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, gain on sale of facility, 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 September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Net cash (used in) provided by operating activities $ (37,303) $ 85,206 $ (65,820) $ 69,100

Cash payments for capital expenditures (3,456) (5,282) (8,946) (20,207)

Expenditures for revenue generating assets (7) (19,304) (242) (40,189)

Free Cash Flow1

$ (40,766) $ 60,620 $ (75,008) $ 8,704

1 Free cash flow is defined as net cash (used in) provided by 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 (used in) provided by 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 September 30, 2026 2025 2026 2025

(Loss) income from operations $ (7,541) $ (13,116) $ 5,756 $ 6,621

Depreciation and amortization 10,481 12,299 1,915 1,132

Impairment and other, net — 219 78 (15)

Facility idling and related costs 500 — — —

Gain on sale of facility (7,341) — (124) —

Adjusted segment EBITDA1

$ (3,901) $ (598) $ 7,625 $ 7,738

Adjusted segment EBITDA margin1

(1.0) % (0.2) % 11.0 % 12.7 %

Transportation Solutions Parts & Services

Nine Months Ended September 30, 2026 2025 2026 2025

(Loss) income from operations $ (58,791) $ (10,396) $ 15,524 $ 22,591

Depreciation and amortization 31,734 36,689 5,961 3,561

Impairment and other, net (368) 212 (912) (26)

Facility idling and related costs 4,891 — 206 —

Gain on sale of facility (7,341) — (124) —

Purchase accounting gains — — (5,995) —

Adjusted segment EBITDA1

$ (29,875) $ 26,505 $ 14,660 $ 26,126

Adjusted segment EBITDA margin1

(3.0) % 2.5 % 7.8 % 15.1 %

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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