Wabash (NYSE: WNC) prices $150M 4% convertible senior notes
Rhea-AI Filing Summary
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.
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Filing Explained
As of
Sources and calculations
- Wabash National Corporation Form 8-K (2026-07-20)
- Wabash National Corporation Q1 2026 fundamentals (2026-03-31)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $43,427,000 / ($33,652,000 / 90) = [object Object]
8-K Event Classification
Key Figures
Key Terms
Convertible Senior Notes financial
Rule 144A regulatory
qualified institutional buyers financial
Optional Redemption financial
Cleanup Redemption financial
anti-dilution adjustment provisions financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What type and size of convertible notes did Wabash (WNC) issue?
What are the key interest and maturity terms of Wabash (WNC) 2032 notes?
How do the conversion terms work for Wabash (WNC) convertible notes?
When can Wabash (WNC) redeem its 4.00% convertible notes, and at what price?
How much net cash does Wabash (WNC) expect from the convertible offering and how will it use it?
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
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
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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)) |
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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).
Emerging growth company
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
On July 20, 2026, Wabash National Corporation (the “Company”) completed its previously announced private unregistered offering (the “Offering”) of $130 million in aggregate principal amount of 4.00% Convertible Senior Notes due 2032 (the “Initial Notes”). On July 16, 2026, the initial purchasers in the Offering exercised their option to purchase an additional $20 million in aggregate principal amount of the Company’s 4.00% Convertible Senior Notes due 2032 (together with the Initial Notes, the “Notes”), bringing the total aggregate principal amount of the Notes to $150 million. The Notes are guaranteed (the “Guarantees”) by each of the Company’s direct and indirect subsidiaries that guarantee the Company’s 4.50% Senior Notes due 2028 (the “Guarantors”). The Notes and the Guarantees are senior unsecured obligations of the Company and the Guarantors, respectively. The Notes and the Guarantees were issued pursuant to an Indenture, dated July 20, 2026 (the “Indenture”), among the Company, the Guarantors and U.S. Bank Trust Company, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable, as well as certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable.
The Notes will bear interest at a rate of 4.00% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The Notes will mature on August 1, 2032, unless earlier converted, redeemed or repurchased. Before May 1, 2032, noteholders will have the right to convert their Notes in certain circumstances and during specified periods. From and after May 1, 2032, the Notes will be convertible at the option of the noteholders at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The Company will settle any conversions of Notes by paying or delivering, as applicable, cash, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), or a combination of cash and shares of Common Stock, at the Company’s election.
The conversion rate for the Notes will initially be 59.7086 shares of the Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $16.75 per share of the Common Stock. The initial conversion price of the Notes represents a premium of approximately 32.50% above the last reported sale price of the Common Stock on the New York Stock Exchange on July 15, 2026, which was $12.64 per share. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture.
The Company may not redeem the Notes prior to August 6, 2029, except in the event of a Cleanup Redemption (as defined below). The Company may redeem for cash all, but not less than all, of the Notes (subject to certain limitations), at the Company’s option, on or after August 6, 2029 and on or prior to the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of Optional Redemption (as defined below), during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides the related notice of optional redemption (such redemption, an “Optional Redemption”), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption date. In addition, the Company may redeem for cash all, but not less than all, of the Notes at any time at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Cleanup Redemption date if the amount of the Notes that remains outstanding is less than 15% of the aggregate principal amount of the Notes initially issued and certain other conditions are met (such redemption, a “Cleanup Redemption”). No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically.
A copy of the Indenture and the form of the Notes are attached as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description is qualified in its entirety by reference to such exhibits.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company offered and sold the Notes and Guarantees to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on
representations made by the initial purchasers in the purchase agreement pursuant to which the Company sold the Notes and Guarantees to the initial purchasers. The shares of the Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
To the extent that any shares of the Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of the Common Stock. Initially, a maximum of 11,867,085 shares of Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 79.1139 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
| Item 8.01 | Other Events. |
On July 16, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes an offer to sell, or the solicitation of an offer to buy, the Notes, the Guarantees or the shares of Common Stock, if any, issuable upon conversion of the Notes.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Index | ||
| Exhibit No. |
Description | |
| 4.1 | Indenture, dated as of July 20, 2026, among Wabash National Corporation, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. | |
| 4.2 | Form of 4.00% Convertible Senior Notes due 2032 (included in Exhibit 4.1). | |
| 99.1 | Wabash National Corporation Press Release, dated July 16, 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 20, 2026 |
By: | /s/ Patrick Keslin | ||||
| Patrick Keslin | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
Investor Relations:
John Cummings
Sr. Director, FP&A & IR
(765) 262-2898
john.cummings@onewabash.com
Wabash Announces Pricing of Upsized Offering of $130 Million Convertible Senior Notes
LAFAYETTE, IN, July 16, 2026 – Wabash (NYSE: WNC), a leader in end-to-end supply chain solutions for the transportation, logistics and infrastructure markets, announced today the pricing of its upsized private offering (the “Offering”) of $130 million aggregate principal amount of 4.00% convertible senior unsecured notes due 2032 (the “notes”), which was upsized from the previously announced $100 million aggregate principal amount of 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 addition, Wabash granted 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 $20 million aggregate principal amount of the notes. The Offering is expected to close on July 20, 2026, subject to customary closing conditions.
The notes and the note guarantees will be senior, unsecured obligations of Wabash and the guarantors, respectively. The notes will bear interest at a rate of 4.00% per year payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The notes will mature on August 1, 2032, unless earlier converted, redeemed or repurchased. Before May 1, 2032, noteholders will have the right to convert their notes in certain circumstances and during specified periods. From and after May 1, 2032, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. 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 initial conversion rate is 59.7086 shares of common stock per $1,000 principal amount of the notes, which represents an initial conversion price of approximately $16.75 per share of Wabash’s common stock. The initial conversion price represents a premium of approximately 32.50% to the last reported sale price of $12.64 per share of the common stock on The New York Stock Exchange on July 15, 2026.
The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. The notes will be redeemable, in whole, but not in part (subject to certain limitations), 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.
Wabash estimates that the net proceeds from the Offering of the notes will be approximately $122 million (or approximately $141 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and estimated offering expenses payable by Wabash. 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 were 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 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.