Wabash National (WNC) COO disposes 857 shares to cover tax withholding

Rhea-AI Filing Summary

Wabash National Corp senior vice president and chief operating officer Donald Adrian Winston reported a tax-related share disposition. On February 14, he disposed of 857 shares of common stock at $11.86 per share to satisfy tax withholding obligations. After this transaction, he directly owns 78,351 common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Winston Donald Adrian

(Last) (First) (Middle)

3900 MCCARTY LANE

(Street)

LAFAYETTE IN 47905

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WABASH NATIONAL Corp [ WNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/14/2026		F		857	D	$11.86	78,351	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/Donald Winston	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Wabash National (WNC) report for Donald Adrian Winston?

Wabash National reported that SVP and COO Donald Adrian Winston disposed of 857 common shares at $11.86 each. The transaction was a tax-withholding disposition rather than an open-market trade, leaving him with 78,351 directly owned shares afterward.

Was the Wabash National (WNC) insider transaction a tax-withholding event or an open-market sale?

The transaction was a tax-withholding disposition, coded “F” for payment of tax liability by delivering securities. This indicates shares were withheld to cover taxes rather than sold as a discretionary open-market trade by the executive.

How many Wabash National (WNC) shares did the COO dispose of and at what price?

Donald Adrian Winston disposed of 857 Wabash National common shares at $11.86 per share. The filing identifies this as a tax-withholding disposition used to satisfy tax liabilities associated with equity compensation, not a standard market sale.

How many Wabash National (WNC) shares does Donald Adrian Winston own after the transaction?

After the reported transaction, Donald Adrian Winston directly owns 78,351 Wabash National common shares. This figure is disclosed in the Form 4 as the total number of shares beneficially owned following the tax-withholding disposition on February 14.

What does transaction code “F” mean in the Wabash National (WNC) Form 4 filing?

Transaction code “F” in the Form 4 indicates payment of an exercise price or tax liability by delivering securities. In this case, 857 Wabash National shares were disposed of to cover tax withholding obligations tied to the executive’s equity compensation.