| 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