Wabash National (NYSE: WNC) SVP receives 32,189 RSUs and reports tax share disposition

Rhea-AI Filing Summary

WABASH NATIONAL Corp SVP and Chief Commercial Officer Drew John Schwartzhoff reported equity compensation and related tax withholding transactions. On February 12, 2026, he had 2,631 shares of common stock disposed of in a tax-withholding transaction at $11.65 per share, and received a grant of 32,189 restricted stock units at no cash cost. After these moves, he directly owned 52,617 shares of common stock. The RSUs will be settled in common stock and vest in three equal annual installments on February 12, 2027, February 12, 2028, and February 12, 2029.

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^*

Schwartzhoff Drew John

(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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		F		2,631	D	$11.65	20,428	D
Common Stock	02/12/2026		A		32,189(1)	A	$0	52,617	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:

1. These shares represent restricted stock units and will be settled in common stock. The RSUs vest in three equal annual installments on February 12, 2027, February 12, 2028, and February 12, 2029.

	/s/Drew Schwartzhoff	02/17/2026
	** 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 transactions did WNC executive Drew Schwartzhoff report on February 12, 2026?

He reported two transactions: 2,631 WABASH NATIONAL Corp common shares were disposed of to cover tax obligations, and he received 32,189 restricted stock units at no cash cost. Both positions are held as direct ownership following the transactions.

How many WABASH NATIONAL Corp (WNC) shares does Drew Schwartzhoff own after the reported Form 4 transactions?

Following the reported transactions, Drew John Schwartzhoff directly owns 52,617 shares of WABASH NATIONAL Corp common stock. This figure reflects the net result after a tax-withholding disposition of 2,631 shares and the grant of 32,189 restricted stock units settled in stock.

What is the nature of the 2,631 WNC shares disposed of by Drew Schwartzhoff?

The 2,631 WABASH NATIONAL Corp shares were disposed of as a tax-withholding transaction, coded “F.” This indicates payment of a tax liability by delivering shares, not an open-market sale, at a reported price of $11.65 per share.

What equity award did WNC grant to SVP Drew Schwartzhoff in February 2026?

He received an award of 32,189 restricted stock units that will be settled in WABASH NATIONAL Corp common stock. The award was recorded at a price of $0 per unit, reflecting a grant or award rather than a purchase in the market.

How do the granted WNC restricted stock units to Drew Schwartzhoff vest over time?

The 32,189 restricted stock units vest in three equal annual installments. Vesting dates are scheduled for February 12, 2027, February 12, 2028, and February 12, 2029, after which vested units will be settled in WABASH NATIONAL Corp common stock.

Is the WNC insider transaction by Drew Schwartzhoff a market buy or sell of shares?

The filing does not show an open-market buy or sell. It reports a tax-withholding disposition of 2,631 shares and a grant of 32,189 restricted stock units, both coded as administrative equity-compensation-related events rather than discretionary market trades.