Wabash launches $100M convertible notes, previews Q2 loss
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.
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- Preliminary Q2 2026 results show net sales down 8–10% to $413–421 million, with a wider net loss of $23–26 million and Adjusted EBITDA turning negative at $(9.653)–$(12.603) million versus $16.320 million in Q2 2025.
8-K Event Classification
Key Figures
Key Terms
convertible senior notes financial
Adjusted EBITDA financial
springing fixed charge coverage ratio financial
availability block financial
Trailers as a Service (TaaS)SM other
Earnings Snapshot
FAQ
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What convertible notes offering did Wabash (WNC) announce?
How did Wabash (WNC)’s preliminary Q2 2026 revenue compare with Q2 2025?
What are Wabash (WNC)’s estimated Q2 2026 earnings and EPS?
What changes are expected in Wabash (WNC)’s revolving credit facility?
How much 4.50% Senior Notes due 2028 does Wabash (WNC) have, and what are its plans?
What is Wabash (WNC)’s backlog as of June 30, 2026?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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).
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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 1.01. | Entry into a Material Definitive Agreement. |
On July 14, 2026, Wabash National Corporation (the “Company”) entered into a Fifth Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) among the Company, certain of its subsidiaries as borrowers, certain of its subsidiaries as guarantors, the lenders party thereto and Wells Fargo Capital Finance, LLC, as the administrative agent, which amended the Company’s existing Second Amended and Restated Credit Agreement dated as of December 21, 2018 (the “Existing Credit Agreement”; the Existing Credit Agreement as previously amended and as amended by the Amendment, the “Credit Agreement”). The Amendment amended the Existing Credit Agreement to, among other things, permit the incurrence of additional indebtedness in the form of the Offering of the Notes (each as defined below) in an aggregate outstanding principal amount not to exceed $150 million, which amount is in addition to all existing permitted indebtedness under the Credit Agreement. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Report”) and is incorporated by reference herein.
| Item 2.02. | Results of Operations and Financial Condition. |
On July 14, 2026, the Company announced its intention to offer, subject to market conditions and other factors, convertible senior notes due 2032 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Offering, the Company provided the disclosure attached as Exhibit 99.1 to this Report for the purpose of supplementing and updating disclosures contained in the Company’s prior filings with the Securities and Exchange Commission, which includes certain preliminary unaudited financial information of the Company as of June 30, 2026. Such disclosure is furnished under the heading “Recent Developments—Preliminary Unaudited Estimated Financial Results for the Three Months Ended June 30, 2026” in Exhibit 99.1 to this Report and is incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
The Company is disclosing under Item 7.01 of this Report the information contained in Exhibit 99.1, which information is incorporated by reference herein. The information contained in Exhibit 99.1 is excerpted from a preliminary offering memorandum that is being disseminated in connection with the Offering and includes (i) certain information not previously disclosed by the Company and (ii) the preliminary unaudited financial information of the Company as of June 30, 2026 as described under Item 2.02 of this Report.
Neither this Report nor the information furnished as Exhibit 99.1 hereto constitutes an offer to sell or a solicitation of an offer to buy the Notes, any shares of the Company’s common stock issuable upon conversion of the Notes, or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction, in which such an offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On July 14, 2026, the Company issued a press release relating to the commencement of the Offering. A copy of the press release relating to the Offering is filed as Exhibit 99.2 to this Report and is incorporated by reference herein.
Neither this Report nor the press release attached hereto as Exhibit 99.2 constitutes an offer to sell or a solicitation of an offer to buy the Notes, any shares of the Company’s common stock issuable upon conversion of the Notes, or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction, in which such an offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum.
Cautionary Note Regarding Forward-Looking Statements
This Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words. Forward-looking statements convey the Company’s current expectations or forecasts of future events. These “forward-looking statements” include, but are not limited to, statements regarding the completion of the Offering; the proposed terms of the Offering; the expected amount and intended use of the proceeds; our preliminary unaudited estimated financial results for the three months ended June 30, 2026; the
consummation of negotiations with lenders under our existing credit agreement; and the consummation of any refinancing, extension, renewal, exchange or replacement of our outstanding senior notes. Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties. Without limitation, these risks and uncertainties include the risks related to failure to satisfy the conditions to closing of the Offering; the highly cyclical nature of our business; uncertain economic conditions including the possibility that customer demand may not meet our expectations; our ability to generate sufficient cash to service all of our indebtedness; our indebtedness, financial condition and fulfillment of obligations thereunder; price and trading volume volatility of our common stock; 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. Each forward-looking statement contained in this Report reflects our management’s view only as of the date on which that forward-looking statement was made. We are not obligated to update forward-looking statements or publicly release the result of any revisions to them to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events, except as required by law. Currently known risks and uncertainties that could cause actual results to differ materially from our expectations are described in our filings with the Securities and Exchange Commission, including, current reports on Form 8-K and periodic reports on Forms 10-K and 10-Q. We urge you to carefully review those disclosures for a more complete discussion of the risks of an investment in our securities.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Index | ||
| Exhibit No. |
Description | |
| 10.1 | Fifth Amendment to Second Amended and Restated Credit Agreement dated as of July 14, 2026, among Wabash National Corporation, certain subsidiaries of Wabash National Corporation, the lenders party thereto and Wells Fargo Capital Finance, LLC as administrative agent. | |
| 99.1 | Excerpts from Preliminary Offering Memorandum. | |
| 99.2 | Wabash National Corporation Press Release dated July 14, 2026 | |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are 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 14, 2026 |
By: | /s/ Patrick Keslin | ||||
| Patrick Keslin | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
Recent Developments
Preliminary Unaudited Estimated Financial Results for the Three Months Ended June 30, 2026
We are in the process of finalizing our results for the three months ended June 30, 2026. We have presented below ranges of certain unaudited preliminary results and estimates of selected key business metrics for the three months ended June 30, 2026, as well as the comparative period for the three months ended June 30, 2025. The following information reflects our preliminary estimates with respect to such data based on currently available information and does not present all necessary information for an understanding of our financial condition for the three months ended June 30, 2026. These estimated metrics should not be viewed as a substitute for our financial statements prepared in accordance with GAAP incorporated herein by reference.
We have prepared and provided ranges, rather than specific amounts, for the information below, primarily because our financial closing and analysis procedures are not yet completed. This financial information has been prepared by, and is the responsibility of, our management and is subject to revisions based on our procedures and controls associated with our financial reporting process. Our independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, or performed any procedures with respect to our preliminary results or the accounting treatment thereof and does not express an opinion or any other form of assurance with respect thereto. Our financial closing procedures for the three months ended June 30, 2026, are not yet complete and, as a result, our actual results will not be finalized until after the completion of this offering.
Accordingly, you should not place undue reliance upon these preliminary results and estimates of selected key business metrics. While we believe that such information and estimates are based on reasonable assumptions and management’s reasonable judgment, our actual results may vary. For example, during the course of the preparation of the respective financial statements and related notes, additional items may be identified that would require material adjustments to be made to the preliminary estimated results presented. Further, our preliminary estimated results are not necessarily indicative of the results to be expected for any future period as a result of various factors, including, but not limited to, those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for prior periods included in our Annual Report on Form 10-K and Quarterly Report on Form 10-Q and incorporated by reference into this offering memorandum.
| Three Months Ended June 30, |
||||||||||||
| 2026 (Estimated) |
2025 (Actual) |
|||||||||||
| High | Low | |||||||||||
| (unaudited) (in thousands, except per share amounts) |
||||||||||||
| GAAP Financial Measures: |
||||||||||||
| Net Sales |
$ | 421,000 | $ | 413,000 | $ | 458,816 | ||||||
| Net loss |
$ | (23,287 | ) | $ | (26,237 | ) | $ | (9,603 | ) | |||
| Net loss attributable to common stockholders |
$ | (23,530 | ) | $ | (26,480 | ) | $ | (9,589 | ) | |||
| Diluted loss per share |
$ | (0.57 | ) | $ | (0.63 | ) | $ | (0.23 | ) | |||
| Non-GAAP Financial Measures: |
||||||||||||
| Adjusted EBITDA(1) |
$ | (9,653 | ) | $ | (12,603 | ) | $ | 16,320 | ||||
| Adjusted net loss attributable to common stockholders(2) |
$ | (22,207 | ) | $ | (25,157 | ) | $ | (6,139 | ) | |||
| Adjusted diluted loss per share(2) |
$ | (0.54 | ) | $ | (0.60 | ) | $ | (0.15 | ) | |||
| (1) | Adjusted EBITDA includes noncontrolling interest and excludes loss from unconsolidated entity and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, impairment and other, net, facility idling costs, the 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 presentation of net loss, 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, the Missouri legal matter and the related tax effect 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 attributable to common stockholders and diluted loss per share, is beneficial to an investor’s understanding of the Company’s performance. |
The Company’s estimates of net sales for the second quarter of 2026 were between $421 million and $413 million, reflecting an 8% to 10% decrease compared to the same quarter of the previous year. The Company’s estimates of net loss for the second quarter of 2026 were between $23 million and $26 million. The Company’s estimates of net loss attributable to common stockholders for the second quarter of 2026 amounted to between $24 million and $26 million and its estimates of adjusted net loss attributable to common stockholders for the second quarter of 2026 amounted to between $22 million and $25 million. The Company’s estimate of GAAP diluted loss per share for the second quarter of 2026 was between $(0.57) and $(0.63) or $(0.54) and $(0.60) on a non-GAAP adjusted basis.
As of June 30, 2026, total Company backlog was expected to be in excess of $950 million.
Reconciliation of net loss to adjusted EBITDA
| Three Months Ended June 30, |
||||||||||||
| 2026 (Estimated) |
2025 (Actual) |
|||||||||||
| High | Low | |||||||||||
| (unaudited) (in thousands, except per share amounts) |
||||||||||||
| Net loss |
$ | (23,287 | ) | $ | (26,237 | ) | $ | (9,603 | ) | |||
| Adjustments: |
||||||||||||
| Income tax benefit |
(9,072 | ) | (9,072 | ) | (2,692 | ) | ||||||
| Interest expense |
6,693 | 6,693 | 5,308 | |||||||||
| Depreciation and amortization |
13,609 | 13,609 | 14,070 | |||||||||
| Stock-based compensation |
1,910 | 1,910 | 2,374 | |||||||||
| Missouri legal matter |
— | — | 4,613 | |||||||||
| Impairment and other, net |
(752 | ) | (752 | ) | 14 | |||||||
| Other, net |
(367 | ) | (367 | ) | 33 | |||||||
| Loss from unconsolidated entity |
(151 | ) | (151 | ) | 2,203 | |||||||
| Facility idling and related costs |
1,764 | 1,764 | — | |||||||||
| Adjusted EBITDA(1) |
$ | (9,653 | ) | $ | (12,603 | ) | $ | 16,320 | ||||
| (1) | Adjusted EBITDA includes noncontrolling interest and excludes loss from unconsolidated entity and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, impairment and other, net, facility idling costs, the 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 presentation of net loss, is beneficial to an investor’s understanding of the Company’s operating performance. |
Reconciliation of net loss attributable to common stockholders to adjusted net loss attributable to common stockholders
| Three Months Ended June 30, |
||||||||||||
| 2026 (Estimated) |
2025 (Actual) |
|||||||||||
| High | Low | |||||||||||
| (unaudited) (in thousands, except per share amounts) |
||||||||||||
| Net loss attributable to common stockholders |
$ | (23,530 | ) | $ | (26,480 | ) | $ | (9,589 | ) | |||
| Adjustments: |
||||||||||||
| Facility idling and related costs |
1,764 | 1,764 | — | |||||||||
| Missouri legal matter |
— | — | 4,613 | |||||||||
| Tax effect of aforementioned items |
(441 | ) | (441 | ) | (1,163 | ) | ||||||
| Adjusted net loss attributable to common |
$ | (22,207 | ) | $ | (25,157 | ) | $ | (6,139 | ) | |||
| (1) | Adjusted net loss attributable to common stockholders reflects adjustments for facility idling costs, the Missouri legal matter and the related tax effect of those adjustments. Management believes providing adjusted net loss attributable to common stockholders and excluding certain items facilitates comparisons to the Company’s prior year periods and, when combined with the GAAP presentation of net loss attributable to common stockholders, is beneficial to an investor’s understanding of the Company’s performance. |
Reconciliation of diluted loss per share to adjusted diluted loss per share
| Three Months Ended June 30, |
||||||||||||
| 2026 (Estimated) |
2025 (Actual) |
|||||||||||
| High | Low | |||||||||||
| (unaudited) (in thousands, except per share amounts) |
||||||||||||
| Diluted loss per share |
$ | (0.57 | ) | $ | (0.63 | ) | $ | (0.23 | ) | |||
| Adjustments: |
||||||||||||
| Facility idling and related costs |
0.04 | 0.04 | — | |||||||||
| Missouri legal matter |
— | — | 0.11 | |||||||||
| Tax effect of aforementioned items |
(0.01 | ) | (0.01 | ) | (0.03 | ) | ||||||
| Adjusted diluted loss per share(1) |
$ | (0.54 | ) | $ | (0.60 | ) | $ | (0.15 | ) | |||
| Weighted average diluted shares outstanding (in thousands) |
40,917 | 40,917 | 41,753 | |||||||||
| (1) | Adjusted diluted loss per share reflects adjustments for facility idling costs, the Missouri legal matter and the related tax effect of those adjustments. Management believes providing adjusted diluted loss per share and excluding certain items facilitates comparisons to the Company’s prior year periods and, when combined with the GAAP presentation of diluted loss per share, is beneficial to an investor’s understanding of the Company’s performance. |
Adjusted EBITDA, adjusted net loss attributable to common stockholders and adjusted diluted loss per share should be considered in addition to, and not as a replacement for or superior to, the respective comparable GAAP measures, and may not be comparable to similarly titled measures reported by other companies. Management believes that these measures provide useful information to investors by offering an additional way of viewing our results that, when reconciled to the respective corresponding GAAP measures, helps our investors to better understand the Company’s view of our results as compared to prior periods. We urge you to review the reconciliations found above.
Revolving Credit Agreement Refinancing
Wabash, certain of our subsidiaries as borrowers, certain of our subsidiaries as guarantors, the lenders party thereto and Wells Fargo Capital Finance, LLC, as administrative agent, are parties to the Second Amended and Restated Credit Agreement, dated as of December 21, 2018, as amended (the “Revolving Credit Agreement”), which provides for a $350 million revolving credit facility with a scheduled maturity date of September 23, 2027. We have received commitments from Wells Fargo Capital Finance, LLC, PNC Bank, National Association, JPMorgan Chase Bank, N.A. and other lenders to amend and extend $275 million of the Revolving Credit Agreement (the “Revolving Credit Agreement Amendment”). In addition, we are in discussions with additional lenders, which may upsize the $275 million pursuant to the Revolving Credit Agreement Amendment.
Subsequent to the closing of this offering, we expect to enter into the Revolving Credit Agreement Amendment to, among other things, (i) extend the maturity date of the revolving credit facility to the earlier of (a) five years from the closing date of the Revolving Credit Agreement Amendment and (b) the date that is 91 days prior to the maturity date of any debt in excess of $40 million, (ii) add a minimum liquidity requirement of $90 million, (iii) add a $40 million availability block on the revolving credit facility, and (iv) subject to certain conditions, suspend the springing fixed charge coverage ratio financial covenant.
The closing of the Revolving Credit Agreement Amendment is subject to market and other conditions and there can be no assurance that definitive documentation will be executed or that the closing of the Revolving Credit Agreement Amendment will occur on the terms described herein or at all. This offering is not conditioned on the closing of the Revolving Credit Agreement Amendment and the closing of the Revolving Credit Agreement Amendment is not conditioned on the closing of this offering.
4.50% Senior Notes due 2028
We currently have outstanding $400.0 million aggregate principal amount of the 2028 Notes. We intend to refinance, extend, renew, exchange or replace some or all of the 2028 Notes in advance of their maturity. We are actively considering all refinancing and other alternatives with respect to the 2028 Notes, which we may pursue or consummate, subject to market and other conditions, at any time following the completion of this offering. There can be no assurance regarding whether, when or on what terms (including, if and as applicable, through the incurrence of secured indebtedness and/or unsecured indebtedness) any such refinancing, extension, renewal, exchange or replacement of the 2028 Notes will be consummated, if at all. See “Risk Factors—Risks Relating to the Offering—The notes and the note guarantees will be effectively subordinated to our and the guarantors’ existing and future secured indebtedness and structurally subordinated to the liabilities of our subsidiaries that do not guarantee the notes.”
Exhibit 99.2
Wabash Announces Proposed Offering of $100 Million Convertible Senior Notes
LAFAYETTE, IN, July 14, 2026 –
Wabash (NYSE: WNC), a leader in end-to-end supply chain solutions for the transportation, logistics and infrastructure markets, announced today that it has commenced a private offering (the “Offering”) of $100 million aggregate principal amount of convertible senior unsecured notes due 2032 (the “notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Offering, Wabash expects to grant the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $15 million aggregate principal amount of the notes. The Offering of the notes is subject to market and other conditions and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.
The notes and the note guarantees will be senior, unsecured obligations of Wabash and the guarantors, respectively. The notes will accrue interest payable semi-annually in arrears and will mature on August 1, 2032, unless earlier converted, redeemed or repurchased. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Wabash will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, par value $0.01 per share (“common stock”), or a combination of cash and shares of its common stock, at Wabash’s election.
The notes will be redeemable, in whole, but not in part, for cash at Wabash’s option at any time, and from time to time, on or after August 6, 2029 and on or before the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of Wabash’s common stock equals or exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the notes will be redeemable at any time if the aggregate principal amount of the notes that remains outstanding is less than 15% of the aggregate principal amount of the notes initially issued in the Offering and certain other conditions are satisfied. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the Offering.
The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the Offering.
Wabash intends to use the net proceeds from the Offering for general corporate purposes, including repaying amounts outstanding under its existing credit agreement.
The notes and the note guarantees will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the notes, the note guarantees and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes, the note guarantees and any such shares cannot be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes, the note guarantees or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About
Wabash (NYSE: WNC) combines physical and digital technologies to deliver innovative, end-to-end solutions that optimize supply chains across transportation, logistics and infrastructure markets. Headquartered in Lafayette, Indiana, Wabash designs, manufactures, and services an extensive range of products supporting first-to-final mile operations, including dry and refrigerated trailers and truck bodies, platform trailers, tank trailers, structural composites and more. In addition, through the Wabash Marketplace and Wabash Parts, customers gain access to a nationwide parts and service network, Trailers as a Service (TaaS)SM, and advanced tools designed to streamline operations and drive growth. By enabling businesses to thrive today and prepare for tomorrow, Wabash is Changing How the World Reaches You®.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words. Forward-looking statements convey Wabash’s current expectations or forecasts of future events. These “forward-looking statements” include, but are not limited to, statements regarding the completion of the Offering, the proposed terms of the Offering and the expected amount and intended use of the proceeds. Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties. Without limitation, these risks and uncertainties include the risks related to failure to satisfy the conditions to closing of the Offering; the highly cyclical nature of our business; uncertain economic conditions including the possibility that customer demand may not meet our expectations; our ability to generate sufficient cash to service all of our indebtedness; our indebtedness, financial condition and fulfillment of obligations thereunder; price and trading volume volatility of our common stock; 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 Wabash’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. Each forward-looking statement contained in this press release reflects our management’s view only as of the date on which that forward-looking statement was made. We are not obligated to update forward-looking statements or publicly release the result of any revisions to them to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law. Currently known risks and uncertainties that could cause actual results to differ materially from our expectations are described in our filings with the Securities and Exchange Commission, including, current reports on Form 8-K and periodic reports on Forms 10-K and 10-Q. We urge you to carefully review those disclosures for a more complete discussion of the risks of an investment in our securities.
Investor Relations:
John Cummings
Sr. Director, FP&A & IR
(765) 262-2898
john.cummings@onewabash.com
