Wabash National (NYSE: WNC) COO reports RSU grant and tax share disposition

Rhea-AI Filing Summary

Wabash National Corp executive Winston Donald Adrian reported equity compensation and a related tax transaction. On February 12, 2026, he had 4,774 shares of common stock disposed of at $11.65 per share to cover tax withholding, a non‑open‑market transaction. The same day, he received 38,627 restricted stock units, which will be settled in common stock and vest in three equal annual installments on February 12, 2027, February 12, 2028, and February 12, 2029. Following these transactions, he directly held 79,208 shares of Wabash National common stock.

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)
02/12/2026

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		4,774	D	$11.65	40,581	D
Common Stock	02/12/2026		A		38,627(1)	A	$0	79,208	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/Donald Winston	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did WNC executive Winston Donald Adrian report?

He reported two equity-related transactions on February 12, 2026. 4,774 shares were disposed of at $11.65 each for tax withholding, and he was granted 38,627 restricted stock units that will be settled in Wabash National common stock over three years.

Was the WNC insider transaction an open-market stock sale?

No, the disposition was a tax-withholding transaction, not an open-market sale. 4,774 shares were delivered to satisfy tax obligations related to equity compensation, as indicated by transaction code F and the description for payment of exercise price or tax liability.

What equity award did Winston Donald Adrian receive from Wabash National (WNC)?

He received 38,627 restricted stock units on February 12, 2026. These RSUs will be settled in Wabash National common stock and vest in three equal annual installments on February 12, 2027, February 12, 2028, and February 12, 2029, if vesting conditions are met.

How many Wabash National (WNC) shares does Winston Donald Adrian hold after the filing?

After the reported transactions, he directly held 79,208 shares of Wabash National common stock. This figure reflects both the tax-withholding disposition of 4,774 shares and the acquisition of 38,627 restricted stock units reported for February 12, 2026.

What do the restricted stock units granted to the WNC executive represent?

The 38,627 units represent restricted stock units that will be settled in common stock. According to the filing, these RSUs vest in three equal annual installments on February 12, 2027, February 12, 2028, and February 12, 2029, creating a multi-year compensation structure.

What is Winston Donald Adrian’s role at Wabash National Corp (WNC)?

He serves as Senior Vice President and Chief Operating Officer of Wabash National Corp. His status as an officer is disclosed in the filing, which explains why his equity compensation and related tax-withholding transactions must be reported on a Form 4.