D. E. Shaw & Co., L.P. and David E. Shaw report beneficial ownership in Wabash National Corporation common stock. They report beneficial ownership of 2,068,519 shares of common stock, representing 5.1% of the outstanding class. These shares are held through D. E. Shaw Valence Portfolios, L.L.C. (642,013 shares), D. E. Shaw Oculus Portfolios, L.L.C. (577,423 shares), and under the management of D. E. Shaw Investment Management, L.L.C. (849,083 shares).
Both reporting persons have shared voting power over 2,012,006 shares and shared dispositive power over 2,068,519 shares, with no sole voting or dispositive power. David E. Shaw may be deemed a beneficial owner by virtue of his control positions in the managing entities but expressly disclaims beneficial ownership of the 2,068,519 shares.
Positive
None.
Negative
None.
Key Figures
Beneficial ownership:2,068,519 sharesPercent of class:5.1%Shared voting power:2,012,006 shares+4 more
7 metrics
Beneficial ownership2,068,519 sharesTotal Wabash National common shares reported as beneficially owned by D. E. Shaw & Co., L.P. and David E. Shaw
Percent of class5.1%Portion of Wabash National outstanding common stock represented by 2,068,519 shares
Shared voting power2,012,006 sharesShares of Wabash National over which the reporting persons have shared power to vote or direct the vote
Shared dispositive power2,068,519 sharesShares of Wabash National over which the reporting persons have shared power to dispose or direct disposition
Valence Portfolios holding642,013 sharesWabash National shares held in the name of D. E. Shaw Valence Portfolios, L.L.C.
Oculus Portfolios holding577,423 sharesWabash National shares held in the name of D. E. Shaw Oculus Portfolios, L.L.C.
Investment Management holding849,083 sharesWabash National shares under the management of D. E. Shaw Investment Management, L.L.C.
"the 2,068,519 shares as described above constituting 5.1% of the outstanding shares, and, therefore, David E. Shaw may be deemed to be the beneficial owner"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerfinancial
"may be deemed to have the shared power to vote or direct the vote of 2,012,006 shares"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"may be deemed to have the shared power to dispose or direct the disposition of 2,068,519 shares"
disclaims beneficial ownershipfinancial
"David E. Shaw disclaims beneficial ownership of such 2,068,519 shares"
Power of Attorneyregulatory
"Exhibit 1: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc."
A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.
FAQ
What percentage of Wabash National Corporation (WNC) does D. E. Shaw report owning?
D. E. Shaw & Co., L.P. and David E. Shaw report beneficial ownership of 5.1% of Wabash National Corporation’s common stock, totaling 2,068,519 shares. This stake is held through several affiliated investment entities managed by D. E. Shaw organizations.
How many Wabash National (WNC) shares are attributed to each D. E. Shaw entity?
The reported 2,068,519 shares consist of 642,013 shares held by D. E. Shaw Valence Portfolios, L.L.C., 577,423 shares by D. E. Shaw Oculus Portfolios, L.L.C., and 849,083 shares managed by D. E. Shaw Investment Management, L.L.C.
What voting power does D. E. Shaw have over Wabash National (WNC) shares?
D. E. Shaw & Co., L.P. and David E. Shaw report shared voting power over 2,012,006 shares of Wabash National common stock and no sole voting power. They also report shared dispositive power over 2,068,519 shares.
Does David E. Shaw personally own Wabash National (WNC) shares?
David E. Shaw does not own any Wabash National shares directly. He may be deemed a beneficial owner through his control of affiliated managing entities but disclaims beneficial ownership of the reported 2,068,519 shares.
Why is David E. Shaw considered a beneficial owner of Wabash National (WNC) shares?
David E. Shaw may be deemed a beneficial owner because he is President and sole shareholder of entities that serve as general partner or managing member of the D. E. Shaw investment vehicles holding the shares, giving him shared voting and dispositive power.
Who signed the Wabash National (WNC) ownership report for D. E. Shaw?
The report was signed by Daniel R. Marcus, Chief Compliance Officer for D. E. Shaw & Co., L.P., and as Attorney-in-Fact for David E. Shaw, both dated August 14, 2026, under a previously granted Power of Attorney.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Wabash National Corporation
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
929566107
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
929566107
1
Names of Reporting Persons
D. E. Shaw & Co., L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,012,006.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,068,519.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,068,519.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
929566107
1
Names of Reporting Persons
David E. Shaw
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,012,006.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,068,519.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,068,519.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Wabash National Corporation
(b)
Address of issuer's principal executive offices:
3900 McCarty Lane, Lafayette, IN 47905
Item 2.
(a)
Name of person filing:
D. E. Shaw & Co., L.P.
David E. Shaw
(b)
Address or principal business office or, if none, residence:
The business address for each reporting person is:
Two Manhattan West
375 Ninth Avenue, 52nd Floor
New York, NY 10001
(c)
Citizenship:
D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.
David E. Shaw is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, $0.01 par value per share
(e)
CUSIP No.:
929566107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
D. E. Shaw & Co., L.P.: 2,068,519 shares
This is composed of (i) 642,013 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 577,423 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iii) 849,083 shares under the management of D. E. Shaw Investment Management, L.L.C.
David E. Shaw: 2,068,519 shares
This is composed of (i) 642,013 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 577,423 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iii) 849,083 shares under the management of D. E. Shaw Investment Management, L.L.C.
David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C. and the managing member of D. E. Shaw Investment Management, L.L.C., and by virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Valence Portfolios, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 2,012,006 shares and the shared power to dispose or direct the disposition of 2,068,519 shares, the 2,068,519 shares as described above constituting 5.1% of the outstanding shares, and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 2,068,519 shares.
(b)
Percent of class:
D. E. Shaw & Co., L.P.: 5.1%
David E. Shaw: 5.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
D. E. Shaw & Co., L.P.: 0 shares
David E. Shaw: 0 shares
(ii) Shared power to vote or to direct the vote:
D. E. Shaw & Co., L.P.: 2,012,006 shares
David E. Shaw: 2,012,006 shares
(iii) Sole power to dispose or to direct the disposition of:
D. E. Shaw & Co., L.P.: 0 shares
David E. Shaw: 0 shares
(iv) Shared power to dispose or to direct the disposition of:
D. E. Shaw & Co., L.P.: 2,068,519 shares
David E. Shaw: 2,068,519 shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
D. E. Shaw & Co., L.P.
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Chief Compliance Officer
Date:
08/14/2026
David E. Shaw
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Attorney-in-Fact for David E. Shaw
Date:
08/14/2026
Comments accompanying signature: Exhibit 1: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated August 1, 2024.
Exhibit Information
Exhibit 2: Joint Filing Agreement, by and among the Reporting Persons, dated August 14, 2026.
