Wabash National (NYSE: WNC) SVP awarded 60,086 RSUs, withholds 8,184 shares

Rhea-AI Filing Summary

Wabash National Corp executive Michael N. Pettit reported equity compensation and a related tax withholding transaction. On February 12, 2026, he had 8,184 shares of common stock disposed of in a tax-withholding transaction at $11.65 per share, leaving 163,230 shares directly owned afterward.

On the same date, he received a grant of 60,086 restricted stock units (RSUs) at $0 per share, increasing his direct holdings to 223,316 shares. These 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^*

Pettit Michael N

(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 Growth 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		8,184	D	$11.65	163,230	D
Common Stock	02/12/2026		A		60,086(1)	A	$0	223,316	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/Michael N. Pettit	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 Michael Pettit report?

Michael Pettit reported a tax-withholding disposition of 8,184 Wabash National common shares at $11.65 and an award of 60,086 restricted stock units. The RSU grant increased his direct holdings and is part of his equity-based compensation package, not an open-market stock purchase.

Was the 8,184-share WNC transaction by Michael Pettit a stock sale?

The 8,184 Wabash National shares were disposed of for tax withholding, not an open-market sale. The Form 4 identifies transaction code F, meaning shares were used to pay tax obligations tied to equity awards rather than representing a discretionary sale into the market.

What equity award did WNC grant to Michael Pettit on February 12, 2026?

Wabash National granted Michael Pettit 60,086 restricted stock units on February 12, 2026. The RSUs were acquired at $0 per share as compensation and will settle in common stock over time, increasing his potential ownership as the award vests and converts into shares.

How and when do Michael Pettit’s WNC RSUs vest?

Michael Pettit’s 60,086 restricted stock units vest in three equal annual installments. The installments are scheduled on February 12, 2027, February 12, 2028, and February 12, 2029, with each tranche settled in Wabash National common stock upon vesting, subject to applicable conditions.

How many WNC shares does Michael Pettit own after these transactions?

After the reported transactions, Michael Pettit directly owns 223,316 Wabash National common shares. This figure reflects the tax-withholding disposition of 8,184 shares and the grant of 60,086 restricted stock units that are scheduled to settle in stock as they vest over future years.

What is Michael Pettit’s role at Wabash National (WNC)?

Michael Pettit is identified as an officer of Wabash National, serving as Senior Vice President and Chief Growth Officer. His Form 4 filing reflects equity-based compensation and related tax handling, which are typical elements of senior executive pay structures at publicly traded companies.