WABASH NATIONAL Corp (WNC) SEC Filings

WABASH NATIONAL Corp (WNC) received a notice that officer Mary Kristin Glazner plans to sell 10,000 shares of common stock under Rule 144 through Fidelity Brokerage Services LLC on September 14, 2026, with an indicated aggregate market value of $122,500. The shares were acquired via restricted stock vesting awards granted as compensation between February 2018 and February 2020.

D. E. Shaw & Co., L.P. and David E. Shaw report beneficial ownership in Wabash National Corporation common stock. They report beneficial ownership of 2,068,519 shares of common stock, representing 5.1% of the outstanding class. These shares are held through D. E. Shaw Valence Portfolios, L.L.C. (642,013 shares), D. E. Shaw Oculus Portfolios, L.L.C. (577,423 shares), and under the management of D. E. Shaw Investment Management, L.L.C. (849,083 shares).

Both reporting persons have shared voting power over 2,012,006 shares and shared dispositive power over 2,068,519 shares, with no sole voting or dispositive power. David E. Shaw may be deemed a beneficial owner by virtue of his control positions in the managing entities but expressly disclaims beneficial ownership of the 2,068,519 shares.

Wabash National Corporation entered into a Sixth Amendment to its Second Amended and Restated Credit Agreement, under which lenders make available a $300 million revolving credit facility to Wabash and certain subsidiaries. The company may increase total commitments by up to an additional $175 million, subject to lender commitments. The facility matures on the earliest of August 12, 2031 or specified dates tied to the maturities of the company’s 4.50% Senior Notes due 2028, 4.00% Convertible Senior Notes due 2032, or other debt over $40 million. Availability is determined by a borrowing base on eligible inventory, eligible leasing inventory and eligible accounts receivable, reduced by reserves and a $40 million availability block until defined financial tests are met. The agreement includes a $25 million letter of credit subfacility and up to $30 million of swingline loans, with interest based on term SOFR or a base rate plus applicable margins, and a 0.20% unused line fee. Wabash must maintain minimum liquidity of $90 million before a “Financial Covenant Conversion Date” and thereafter meet a 1.0 to 1.0 fixed charge coverage ratio when excess availability falls below specified thresholds. The facility is guaranteed by certain subsidiaries, secured by substantially all personal property of the borrowers and guarantors, and includes customary covenants and events of default.

Vanguard Capital Management reports beneficial ownership of 2,002,363 shares of Wabash National Corp common stock. This represents 4.92% of the class as of June 30, 2026, placing Vanguard’s holdings just under the 5 percent threshold.

The firm has sole voting power over 269,645 shares and sole dispositive power over 2,002,363 shares, with no shared voting or dispositive power. The position aggregates securities over which Vanguard Capital Management LLC and certain of its affiliates or business divisions exercise dispositive and/or voting power, including Vanguard funds and client accounts.

Wabash National Corporation reported that its Board of Directors accepted the resignation of director Sudhanshu Priyadarshi on July 27, 2026. The resignation is stated to be effective August 1, 2026 and is expressly described as not due to a disagreement with the company or the Board.

Wabash National Corporation reported weaker results for the quarter and six months ended June 30, 2026. Net sales were $417.2 million for the quarter and $720.5 million year‑to‑date, down from $458.8 million and $839.7 million a year earlier.

The company posted a quarterly net loss attributable to common stockholders of $22.9 million, or $0.56 per share, and a six‑month net loss of $68.1 million, or $1.67 per share, compared with net income of $221.4 million, or $5.24 per share, in the prior‑year six‑month period. Gross profit for the first half fell to $4.8 million from $60.4 million, and the Transportation Solutions segment moved to an operating loss while Parts & Services remained profitable.

Operating cash flow for the first half was an outflow of $28.5 million. Cash and cash equivalents increased to $71.5 million, but total debt rose to $513.2 million, reducing stockholders’ equity to $292.5 million. After quarter‑end, Wabash issued $150.0 million of 4.00% Convertible Senior Notes due 2032.

Wabash National Corporation reported second quarter 2026 net sales of $417.2 million, a 9.1% decline from the prior-year quarter, with consolidated gross margin of 3.7%. GAAP operating loss was $25 million, including $1.8 million of facility idling costs; non-GAAP adjusted operating loss was $23.5 million. Net loss attributable to common stockholders was $22.9 million, or $(0.56) per diluted share, and $(0.53) on an adjusted basis.

Total backlog reached approximately $956 million, up $119 million and 14% versus the prior quarter. Transportation Solutions revenue fell to $354.7 million with a 3.9% operating loss margin, while Parts & Services grew net sales to $63.4 million with a 9.4% operating margin. Adjusted EBITDA turned to a loss of $8.8 million. Free cash flow for the quarter improved to $3.1 million. As of June 30, 2026, cash and cash equivalents were $71.5 million and long-term debt was $513.2 million. For the third quarter of 2026, Wabash guides revenue to $440–$460 million and non-GAAP adjusted EPS to $(0.50)–$(0.40), and management notes signs of an emerging freight market recovery.

Wabash National Corporation completed a private, unregistered offering of $150 million aggregate principal amount of 4.00% Convertible Senior Notes due 2032, guaranteed on a senior unsecured basis by subsidiaries that also guarantee its 4.50% Senior Notes due 2028.

The notes bear 4.00% interest, payable semi-annually each February 1 and August 1 beginning in 2027, and mature on August 1, 2032, unless earlier converted, redeemed or repurchased. Holders may convert at an initial rate of 59.7086 shares per $1,000 principal amount, equal to a conversion price of approximately $16.75 per share, a 32.50% premium to the $12.64 share price on July 15, 2026. Based on a maximum conversion rate of 79.1139, up to 11,867,085 shares may be issued, subject to anti-dilution adjustments. Wabash can redeem the notes for cash on or after August 6, 2029 if stock-price conditions are met, or earlier through a Cleanup Redemption once less than 15% of the original principal remains outstanding. Net proceeds are estimated at approximately $122 million (or $141 million if the option to purchase additional notes is fully exercised) for general corporate purposes, including repayment of borrowings under the existing credit agreement.

Wabash National Corporation plans to raise capital through a private offering of $100 million aggregate principal amount of convertible senior unsecured notes due 2032, with an option for an additional $15 million. A Fifth Amendment to its credit agreement permits up to $150 million of this new indebtedness. The notes will be senior, unsecured obligations convertible into common stock, with Wabash able to settle conversions in cash, stock or a combination, and include issuer call features after 2029 if equity and other conditions are met.

The company also released preliminary unaudited Q2 2026 results, estimating net sales of $413–421 million, an 8–10% decrease from $458.816 million a year earlier, and a net loss of $23–26 million with negative Adjusted EBITDA and diluted loss per share of $(0.57)–$(0.63). Adjusted diluted loss per share is estimated at $(0.54)–$(0.60). Backlog exceeded $950 million. Wabash has a $350 million revolving credit facility and $400.0 million of 4.50% Senior Notes due 2028, and expects to amend and extend $275 million of the revolver and consider refinancing alternatives for the 2028 notes following completion of the offering.