WABASH NATIONAL Corp: Form 10-Q for the period ended Jun 30, 2026

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) of Wabash National Corporation (together with its subsidiaries, “Wabash,” “Company,” “us,” “we,” or “our”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words. Forward-looking statements convey the Company’s current expectations or forecasts of future events. Our “forward-looking statements” include, but are not limited to, statements regarding:

• the cyclical nature of our business and impact of economic conditions on markets, customers, and demand for our products;
• unfairly traded imports of dry vans and refrigerated trailers that may injure or threaten with injury America’s domestic dry van and refrigerated trailer industry;
• changes in our customer relationships or in the financial condition of our customers;
• our backlog and indicators of the level of our future revenues;
• reliance on information technology to support our operations and our ability to protect against service interruptions or security breaches;
• use of artificial intelligence in our business and challenges in managing its use;
• inflation;
• reliance on a limited number of suppliers of raw materials and components, price increases of raw materials and components, and our ability to obtain raw materials and components;
• our ability to attract and retain key personnel or a sufficient workforce;
• our ability to execute on our long-term strategic plan and growth initiatives or to meet our long-term financial goals;
• volatility in the supply of vehicle chassis and other vehicle components:
• significant competition in the industries in which we operate, including offerings by our competitors of new or better products and services or lower prices, including foreign competitors who may be violating anti-dumping laws or benefitting from subsidization in their home countries;
• our competition in the highly competitive specialized vehicle industry;
• market acceptance of our technology and products or market share gains of competing products;
• disruptions of manufacturing operations;
• our ability to effectively manage, safeguard, design, manufacture, service, repair, and maintain our leased (or subleased) trailers;
• our arrangement to wholly own Linq Venture Holdings LLC;
• our ability to realize all of the expected enhanced revenue, earnings, and cash flow from our agreement to create Wabash Parts LLC;
• current and future governmental laws and regulations and costs related to compliance with such laws and regulations;
• changes to U.S. or foreign tax laws and the effects on our effective tax rate and future profitability;
• changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences;
• the effects of product liability and other legal claims;
• climate change and related public focus from regulators and various stakeholders;
• impairment in the carrying value of goodwill and other long-lived intangible assets;
• our ability to continue a regular quarterly dividend;
• our ability to generate sufficient cash to service all of our indebtedness;
• our indebtedness, financial condition and fulfillment of obligations thereunder;
• increased risks of international operations;
• our ability to meet environmental, social, and governance (“ESG”) expectations or standards or to achieve our ESG goals;
• provisions of our Senior Notes and our Convertible Notes which could discourage potential future acquisitions of us by a third party;
• the risks related to restrictive covenants in our Senior Notes indenture and Revolving Credit Agreement (each, as defined below), including limits on financial and operating flexibility;
• the risks related to completing the Amendment;
• the risks related to the conditional conversion feature of our Convertible Notes;
• the risks related to the accounting method for our Convertible Notes;
• price and trading volume volatility of our common stock;
• the risk related to the potential dilution to our common stock in connection with the conversion of our Convertible Notes; and
• assumptions relating to the foregoing.

Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in this Quarterly Report. Important risks and factors that could cause our actual results to be materially different from our expectations include the factors that are disclosed in “Item 1A-Risk Factors” in this Quarterly Report on Form 10-Q. Each forward-looking statement contained in this Quarterly Report reflects our management’s view only as of the date on which that forward-looking statement was made. We are not obligated to update forward-looking statements or publicly release the result of any revisions to them to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events, except as required by law.

Results of Operations

Three Months Ended June 30, 2026 Compared with the Three Months Ended June 30, 2025

Net Sales

Net sales in the second quarter of 2026, decreased $41.6 million, or 9.1%, compared to the second quarter of 2025. By business segment, prior to the elimination of intercompany sales, sales and related units sold were as follows (dollars in thousands):

(1) Trailer shipments do not include converter dollies for any period presented.

TS segment sales, prior to the elimination of intersegment sales, were $354.7 million for the second quarter of 2026, a decrease of $45.6 million, or 11.4%, compared to the second quarter of 2025. New trailers shipped during the second quarter of 2026 totaled 8,292 trailers compared to 8,043 trailers in the prior year period, an increase of 3.1%, which was primarily driven by higher dry van and platform shipments. New truck bodies shipped during the second quarter of 2026 totaled 1,380 truck bodies compared to 3,188 truck bodies in the prior year period, a decrease of 56.7% attributable to decreased demand.

P&S segment sales, prior to the elimination of intersegment sales, were $63.4 million for the second quarter of 2026, an increase of $3.6 million, or 6.1%, compared to the second quarter of 2025. The overall increase in sales for this segment was primarily due to higher sales within our Process Systems business of $2.9 million and our Aftermarket Parts business of $1.3 million, partially offset by lower sales within our Components business of $1.2 million.

Cost of Sales

Cost of sales was $401.9 million in the second quarter of 2026, a decrease of $15.5 million, or 3.7%, compared to the prior year period. Cost of sales is comprised of material costs, a variable expense, and other manufacturing costs, comprised of both fixed and variable expenses, including direct and indirect labor, outbound freight, overhead expenses, and depreciation.

TS segment cost of sales was $348.7 million in the second quarter of 2026, a decrease of $22.9 million, or 6.2%, compared to the prior year period. The decrease in cost of sales was due to a decrease in certain manufacturing costs including outside services and maintenance and repair expenses, partially offset by increased materials costs.

P&S segment cost of sales was $54.0 million in the second quarter of 2026, an increase of $7.1 million, or 15.1%, compared to the prior year period. The increase in cost of sales was driven by an increase in material costs of $4.0 million in line with higher sales as well as an increase in lease expense and other start-up costs as we have continued to expand our parts and services network.

Gross Profit

Gross profit was $15.3 million in the second quarter of 2026, a decrease of $26.1 million from the prior year period. Gross profit as a percentage of net sales was 3.7% for the second quarter of 2026, compared to 9.0% for the same period in 2025. Gross profit by segment was as follows (dollars in thousands):

TS segment gross profit was $6.0 million for the second quarter of 2026 compared to $28.6 million for the second quarter of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 1.7% in the second quarter of 2026 compared to 7.1% in the comparative 2025 period. The overall decrease in gross profit from the prior year period was primarily driven by a decrease in shipments within our truck body and tank trailer businesses, partially offset by higher shipments of dry van and platform trailers.

P&S segment gross profit was $9.3 million for the second quarter of 2026 compared to $12.8 million for the second quarter of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 14.7% in the second quarter of 2026 compared to 21.4% in the 2025 period. The overall decrease in gross profit was primarily related to higher overhead costs, including lease expense and other start-up costs as we have continued to expand our parts and services network, which outpaced the increase in sales described above.

General and Administrative Expenses

General and administrative expenses for the second quarter of 2026 decreased $4.6 million, or 12.5%, from the prior year period. The decrease from the prior year period was primarily driven a reduction in professional fees and employee-related costs, including incentive and benefit programs. As a percentage of net sales, general and administrative expenses were 7.8% for the second quarter of 2026 compared to 8.1% for the second quarter of 2025. The overall decrease in general and administrative expenses as a percentage of net sales was primarily attributable to the reduced expenses described above.

Selling Expenses

Selling expenses were $6.3 million in the second quarter of 2026, which was materially consistent with the prior year period. As a percentage of net sales, selling expenses were 1.5% for the second quarter of 2026 compared to 1.4% for the second quarter of 2025.The overall increase in selling expenses as a percentage of net sales was primarily attributable to a decrease in sales.

Amortization of Intangibles

Amortization of intangibles was $2.7 million during the second quarter of 2026 compared to $2.8 million in the prior year period. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. The insignificant decrease from the prior year period is related to continued amortization of certain intangible assets recorded upon the acquisition of Supreme in September 2017.

Impairment and Other, Net

Impairment and other, net was a $0.8 million gain during the second quarter of 2026 compared to insignificant expense in the prior year period. Activity during the current year period primarily relates to individually insignificant sales of property, plant, and equipment.

Other Income (Expense)

Interest expense totaled $6.7 million during the second quarter of 2026 and $5.3 million during the second quarter of 2025. Interest expense relates to interest and non-cash accretion charges on our Senior Notes and Revolving Credit Agreement. The increase from the prior year period is attributable to a higher average outstanding balance under our Revolving Credit Agreement.

Other, net for the second quarter of 2026 was nominal for both the current and prior year periods. Activity for the current and prior year periods primarily relates to interest income.

Income Taxes

We recognized an income tax benefit of $8.9 million in the second quarter of 2026 compared to income tax benefit of $2.7 million for the same period in the prior year. The effective tax rate for this period was 28.1% compared to a rate of 21.9% for the same period in the prior year. The effective tax rate for both the second quarter of 2026 and the second quarter of 2025 differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes.

Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025

Net Sales

Net sales in the first six months of 2026 decreased $119.2 million, or 14.2%, compared to the first six months of 2025. By business segment, prior to the elimination of intercompany sales, sales and related units sold were as follows (dollars in thousands):

(1) Trailer shipments do not include converter dollies for any period presented.

TS segment sales, prior to the elimination of intersegment sales, were $604.8 million for the first six months of 2026, a decrease of $142.2 million, or 19.0%, compared to the first six months of 2025. New trailers shipped during the first six months of 2026 totaled 13,670 trailers compared to 13,820 trailers in the prior year period, a decrease of 1.1%, which was primarily driven by lower dry van and tank trailer shipments, partially offset by higher platform shipments. New truck bodies shipped during the first six months of 2026 totaled 2,907 truck bodies compared to 6,186 truck bodies in the prior year period, a decrease of 53.0%, primarily attributable to decreased demand.

P&S segment sales, prior to the elimination of intersegment sales, were $117.5 million for the first six months of 2026, an increase of $5.8 million, or 5.2%, compared to the first six months of 2025. The overall increase in sales for this segment was due primarily to higher sales in our Aftermarket Parts, Process Systems, and Services business totaling approximately $9.1 million on strong demand, partially offset by decreased sales in our Components business of $3.3 million.

Cost of Sales

Cost of sales was $715.7 million in the first six months of 2026, a decrease of $63.6 million, or 8.2%, compared to the prior year period. Cost of sales is comprised of material costs, a variable expense, and other manufacturing costs, comprised of both fixed and variable expenses, including direct and indirect labor, outbound freight, overhead expenses, and depreciation.

TS segment cost of sales was $614.4 million in the first six months of 2026, a decrease of $95.6 million, or 13.5%, compared to the prior year period. The decrease in cost of sales was primarily driven by lower shipment volumes and a decrease in materials costs of $43.5 million along with a decrease in certain other manufacturing costs including outside services and maintenance and repairs.

P&S segment cost of sales was $103.2 million in the first six months of 2026, an increase of $14.9 million, or 16.8%, compared to the prior period. The increase in cost of sales was primarily driven by higher sales and was due to an increase in materials costs of $8.1 million as well as an increase in lease expense and other start-up costs as we have continued to expand our parts and services network.

Gross Profit

Gross profit was $4.8 million in the first six months of 2026, a decrease of $55.6 million from the prior year period. Gross profit as a percentage of net sales was 0.7% for the six months of 2026, compared to 7.2% for the same period in 2025. Gross profit by segment was as follows (dollars in thousands):

TS segment gross profit was $(9.5) million for the first six months of 2026 compared to $37.0 million for the first six months of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was (1.6)% in the first six months of 2026 compared to 5.0% in the comparative 2025 period. The overall decrease in gross profit from the prior year period was primarily driven by a decrease in shipments within our truck body and dry van businesses, partially offset by higher platform shipments and a decrease in cost of sales as described above.

P&S segment gross profit was $14.3 million for the first six months of 2026 compared to $23.4 million for the first six months of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 12.2% in the first six months of 2026 compared to 20.9% in the 2025 period. The overall decrease in gross profit was primarily related to higher overhead costs, including lease costs and other start-up expenses as we have continued to expand our parts and services network, which outpaced the increase in sales described above.

General and Administrative Expenses

General and administrative expenses for the first six months of 2026 increased $332.1 million, or 124.1%, from the prior year period. The increase from the prior year period was driven by the impacts of Eileen Williams, Elizabeth Perkins, et al. v. Wabash National Corporation, et al., filed in the Circuit Court of the City of St. Louis, Missouri (the “Product Liability Matter”). As a percentage of net sales, general and administrative expenses were 8.9% for the first six months of 2026 compared to (31.9)% for the first six months of 2025.

Selling Expenses

Selling expenses were $14.1 million in the first six months of 2026, an increase of $1.3 million, or 10.5%, compared to the prior year period. The increase was primarily attributable to an increase in employee-related costs, including incentive and benefit programs, of $0.8 million, and advertising & promotional expenses of $0.4 million. As a percentage of net sales, selling expenses were 2.0% for the first six months of 2026 compared to 1.5% for the first six months of 2025. The increase in selling expenses as a percentage of net sales was due in part to the decrease in revenue in the first six months of 2026.

Amortization of Intangibles

Amortization of intangibles was $5.3 million for the first six months of 2026 compared to $5.6 million during the first six months of 2025. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. The decrease from the prior year period is related to certain intangible assets recorded upon the acquisition of Supreme in September 2017.

Impairment and Other, Net

Impairment and other, net was a $1.5 million gain for the six month period ended June 30, 2026 compared to an insignificant gain in the prior year period. Activity during the current year period primarily relates to individually insignificant sales of property, plant, and equipment.

Other Income (Expense)

Interest expense totaled $12.9 million during the first six months of 2026 compared to $10.3 million in the prior year period. Interest expense relates to interest and non-cash accretion charges on our Senior Notes and Revolving Credit Agreement. The increase from the prior year period is attributable to a higher average outstanding balance under our Revolving Credit Agreement.

Other, net for the first six months of 2026 represented income of $0.7 million as compared to income of $1.6 million for the prior year period. Income for the current and prior year periods primarily relate to interest income.

Income Taxes

We recognized an income tax benefit of $21.9 million in the first six months of 2026 compared to income tax expense of $75.4 million for the same period in the prior year. The effective tax rate for this period and the prior year period was 24.4% and 25.4%, respectively. For the first six months of both 2026 and 2025, the effective tax rates differ from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes. Net cash refunds for income taxes during the first six months of 2026 were $10.1 million compared to net cash taxes paid of $0.2 million during the first six months of 2025. The net cash refunds during the first six months of 2026 compared to net cash taxes paid during the prior year period was due to timing of federal refunds from previously filed tax returns.

Liquidity and Capital Resources

Capital Structure

Our capital structure is comprised of a mix of debt and equity. As of June 30, 2026, our debt-to-equity ratio was approximately 1.8:1.0. Our long-term objective is to generate operating cash flows sufficient to support the growth within our businesses and increase shareholder value. This objective will be achieved through a balanced capital allocation strategy of sustaining strong liquidity, maintaining healthy leverage ratios, investing in the business both organically and strategically, and returning capital to our shareholders. Our Board of Directors designated a Finance Committee to assist the Board in overseeing the Company’s capital structure, financing, investment, and other financial matters of importance.

During the first six months of 2026, in keeping with this balanced approach, we paid approximately $6.8 million in quarterly dividends. In addition, as further described in Note 21, on July 20, 2026, we completed a private unregistered offering of $150.0 million aggregate principal amount of 4.00% Notes due 2032, including the initial purchasers’ full exercise of their option to purchase an additional $20.0 million of notes. Additionally, as described in the “Debt Agreements and Related Amendments” section below, in September of 2022 we amended our Revolving Credit Agreement. The amendment increased the total revolving commitments to $350.0 million and extended the maturity to September 2027, the nearest maturity date of our long-term debt. As of June 30, 2026, there was $115.0 million outstanding under the Revolving Credit Agreement. Together, these actions bolster our current liquidity and demonstrate our confidence in the Company’s long-term financial outlook and ability to generate cash flow both near and long term. They reinforce our commitment to delivering shareholder value while maintaining the flexibility to execute our strategic plan for profitable growth and diversification.

Our liquidity position, defined as cash on hand and available borrowing capacity under the Revolving Credit Facility, was $192.8 million as of June 30, 2026, compared to $312.0 million at June 30, 2025 and $235.3 million at December 31, 2025, representing decreases of 38% and 18%, respectively. These decreases in liquidity as of June 30, 2026 compared to both June 30, 2025 and December 31, 2025 were primarily attributable to lower available capacity on the Revolving Credit Agreement as of June 30, 2026, partially offset by higher cash balances net of borrowings under the Revolving Credit Agreement.

For the remainder of 2026, we expect to continue our commitment to fund working capital requirements and capital expenditures from proceeds of the Convertible Notes, net cash provided by operations, or available borrowing capacity under the Revolving Credit Agreement, as needed. Along with these investments, we will maintain our assets to react to any economic and/or industry changes, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment and preserve the strength of our balance sheet, while prioritizing the safety of our employees and ensuring the liquidity and financial well-being of the Company.

Debt Agreements and Related Amendments

Senior Notes

On October 6, 2021, we closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes (the “Senior Notes”). The Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among us, certain subsidiary guarantors named therein (the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Indenture”). The Senior Notes bear interest at the rate of 4.50% and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year. The Senior Notes will mature on October 15, 2028.

We may redeem some or all of the Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 101.125% for the twelve-month period beginning October 15, 2025 and 100.000% beginning on October 15, 2026, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a Change of Control (as defined in the Indenture), unless we have exercised its optional redemption right in respect of the Senior Notes, the holders of the Senior Notes will have the right to require us to repurchase all or a portion of the Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.

The Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Senior Notes and related guarantees are our and the Guarantors’ general unsecured senior obligations and will be subordinated to all of our and the Guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the Senior Notes are structurally subordinated to any existing and future debt of any of our subsidiaries that are not Guarantors, to the extent of the assets of those subsidiaries.

Subject to a number of exceptions and qualifications, the Indenture restricts our ability and the ability of certain of our subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock or with respect to any other interest or participation in, or measured by, our profits; (iii) make loans and certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate, merge or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications.

During any time when the Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and we and our subsidiaries will cease to be subject to such covenants during such period.

The Indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs. As of June 30, 2026, we were in compliance with all covenants.

From time to time we may evaluate various alternatives available with respect to addressing the October 2028 maturity of the Senior Notes, including the purchase, redemption, refinancing, amending, exchanging, extending or otherwise retiring any amount of our outstanding indebtedness at any time, in open market or privately negotiated transactions with the holders of such indebtedness or otherwise. No final decisions have been made at this time, and the timing, structure and terms of any such transactions will depend on capital market conditions and other relevant factors.

Contractual coupon interest expense and accretion of fees for the Senior Notes for the three and six month periods ended June 30, 2026 was $4.5 million and $0.2 million, and $9.0 million and $0.4 million, respectively. For the three and six month periods ended June 30, 2025, Contractual coupon interest expense and accretion of fees for the Senior Notes was $4.5 million and $0.2 million, and $9.0 million and $0.4 million, respectively. Contractual coupon interest expense and accretion of fees for the Senior Notes are included in Interest expense in our Condensed Consolidated Statements of Operations.

Revolving Credit Agreement

On September 23, 2022, we entered into the Third Amendment to Second Amended and Restated Credit Agreement among us, certain of our subsidiaries as borrowers (together with us, the “Borrowers”), certain of our subsidiaries as guarantors, the lenders party thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent (the “Agent”), which amended our existing Second Amended and Restated Credit Agreement, dated as of December 21, 2018 (as amended from time to time, the “Revolving Credit Agreement”).

On July 14, 2026, we entered into a Fifth Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) among the Company, certain of its subsidiaries as borrowers, certain of its subsidiaries as guarantors, the lenders party thereto and Wells Fargo Capital Finance, LLC, as the administrative agent, which amended our existing Second Amended and Restated Credit Agreement dated as of December 21, 2018 (the “Existing Credit Agreement”; the Existing Credit Agreement as previously amended and as amended by the Amendment, the “Credit Agreement”). The Amendment amended the Existing Credit Agreement to, among other things, permit the incurrence of additional indebtedness in the form of the Convertible Notes (as defined and further described in Note 21) in an aggregate outstanding principal amount not to exceed $150.0 million, which amount is in addition to all existing permitted indebtedness under the Credit Agreement.

Under the Revolving Credit Agreement, the lenders agree to make available a $350 million revolving credit facility (the “Revolving Credit Facility”) to the Borrowers with a scheduled maturity date of September 23, 2027. We have the option to increase the total commitments under the Revolving Credit Facility by up to an additional $175 million, subject to certain conditions, including obtaining agreements from one or more lenders, whether or not party to the Revolving Credit Agreement, to provide such additional commitments. Availability under the Revolving Credit Agreement is based upon quarterly (or more frequent under certain circumstances) borrowing base certifications of the Borrowers’ eligible inventory, eligible leasing inventory and eligible accounts receivable, and is reduced by certain reserves in effect from time to time.

Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in the amount of $25 million and allows for swingline loans in the amount of $35 million. Outstanding borrowings under the Revolving Credit Agreement bear interest at an annual rate, at the Borrowers’ election, equal to (i) adjusted term Secured Overnight Financing Rate plus a margin ranging from 1.25% to 1.75% or (ii) a base rate plus a margin ranging from 0.25% to 0.75%, in each case depending upon the monthly average excess availability under the Revolving Credit Agreement. The Borrowers are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses of the Agent and the lenders.

The Revolving Credit Agreement is guaranteed by certain of our subsidiaries (the “Guarantors”) and is secured by substantially all personal property of the Borrowers and the Guarantors.

The Revolving Credit Agreement contains customary covenants limiting our ability and certain of our subsidiaries to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. In addition, we will be required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the Revolving Credit Agreement is less than the greater of (a) 10.0% of the lesser of (i) the total revolving commitments and (ii) the borrowing base (such lesser amount, the “Line Cap”) and (b) $25 million. As of June 30, 2026, we were in compliance with all covenants.

If availability under the Revolving Credit Agreement is less than the greater of (i) 10% of the Line Cap and (ii) $25 million for three consecutive business days, or if there exists an event of default, amounts in any of the Borrowers’ and the Guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and applied to reduce the outstanding amounts under the facility.

The Revolving Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the lenders may, among other things, require the immediate payment of all amounts outstanding and foreclose on collateral. In addition, in the case of an event of default arising from certain events of bankruptcy or insolvency, the lenders’ obligations under the Revolving Credit Agreement would automatically terminate, and all amounts outstanding under the Revolving Credit Agreement would automatically become due and payable.

During the three month period ended June 30, 2026, we had payments of principal totaling $62.1 million and borrowings of principal totaling $77.1 million under the Revolving Credit Agreement. During the six month period ended June 30, 2026, we had payments of principal totaling $118.4 million and borrowings of principal totaling $188.4 million. As of June 30, 2026, there was $115.0 million outstanding under the Revolving Credit Agreement.

During the three month period ended June 30, 2025, we had payments of principal totaling $0.5 million and borrowings of principal totaling $20.5 million under the Revolving Credit Agreement. During the six month period ended June 30, 2025, we had payments of principal totaling $0.9 million and borrowings of principal totaling $40.9 million. As of June 30, 2025, there was $40.0 million outstanding under the Revolving Credit Agreement.

Interest expense under the Revolving Credit Agreement for each three and six month period ended June 30, 2026 was approximately $1.9 million and $3.4 million, respectively. During each three and six month period ended June 30, 2025, interest expense under the Revolving Credit Agreement was approximately $0.6 million and $0.8 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expense in our Condensed Consolidated Statements of Operations.

Cash Flows

Cash used in operating activities for the first six months of 2026 totaled $28.5 million, compared to using $16.1 million during the same period in 2025. Cash used in operations during the current year period was the result of net income (loss) without the adjustment for a large non-cash reduction in legal matter expenses that occurred in the same period of 2025. Changes in key working capital accounts for 2026 and 2025 are summarized below (in thousands):

38

Accounts receivable increased $51.4 million in the first six months of 2026 as compared to a $45.8 million increase in the prior year period. Days sales outstanding, a measure of working capital efficiency that measures the amount of time a receivable is outstanding, was 48 days and 41 days for the six months ended June 30, 2026 and 2025, respectively. Inventory increased by $11.1 million during the first six months of 2026, compared to an decrease of $6.4 million in the same 2025 period. Our inventory turns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per year, was approximately 6.9 times in the period ended June 30, 2026, an increase of 1.2 times from the same 2025 period. Accounts payable and accrued liabilities increased by $93.0 million during the first six months of 2026 compared to an increase of $40.1 million for the same period in 2025. Days payable outstanding, a measure of working capital efficiency that measures the amount of time a payable is outstanding, was 61 days for the period ended June 30, 2026 compared to 53 days for the period ended June 30, 2025.

Investing activities provided $7.1 million during the first six months of 2026, as compared to using $47.8 million during the same period in 2025. Investing activities for the first six months of 2026 related to $21.9 million of proceeds from the sale of assets partially offset by capital expenditures for property, plant, and equipment of $5.5 million, $0.2 million for revenue generating assets, and an additional $6.2 million for an investment in an unconsolidated entity. Investing activities for the first six months of 2025 related to capital expenditures for property, plant, and equipment of $14.9 million.

Financing activities provided $61.0 million during the first six months of 2026 as compared to providing $5.8 million during the same period in 2025. Net cash provided by financing activities during the current year period primarily relates to net borrowings under our Revolving Credit Agreement of $70 million partially offset by cash dividend payments of $6.8 million. Net cash provided by financing activities during the first six months of 2025 primarily related to net borrowings under our Revolving Credit Agreement of $40 million, offset by common stock repurchases and withholdings of $26.9 million and cash dividend payments to our shareholders of $7.3 million.

As of June 30, 2026, our liquidity position, defined as cash on hand and available borrowing capacity under our Revolving Credit Agreement, amounted to $192.8 million. This represents a decrease of $119.1 million, or 38%, compared to June 30, 2025, and a decrease of $42.5 million, or 18%, compared to December 31, 2025. The decrease in liquidity as of June 30, 2026, compared to June 30, 2025 was primarily attributable to a lower available capacity on the Revolving Credit Agreement partially offset by a higher cash balance as of June 30, 2026. The decrease as of June 30, 2026 compared to December 31, 2025, was primarily attributable to lower available capacity on the Revolving Credit Agreement, partially offset by higher cash balances net of borrowings under the Revolving Credit Agreement. Total debt obligations amounted to $515.0 million as of June 30, 2026.

For the remainder of 2026, we expect to continue our commitment to fund our working capital requirements, capital expenditures, and our Trailers as a Service (TaaS)SM initiative from proceeds from the Notes, net cash provided by operations, or available borrowing capacity under the Revolving Credit Agreement (as needed). We will continue to maintain our assets, to react to any key economic and/or industry changes, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment, including to the softening of demand for certain of our products, to preserve the strength of our balance sheet, while prioritizing the safety of our employees and ensuring the liquidity and financial well-being of the Company.

Capital Expenditures

Capital spending related to property, plant, and equipment amounted to approximately $5.5 million for the first six months of 2026. In addition, there were $0.2 million in expenditures for revenue generating assets for the first six months of 2026.

We continue to evaluate capital spending and expenditures for revenue generating assets for 2026 to ensure that future investments align with market conditions and opportunities.

Goodwill

We considered whether there were any indicators of impairment during the three and six months ended June 30, 2026 and concluded there were none.

Contractual Obligations and Commercial Commitments

A summary of payments of our contractual obligations and commercial commitments, both on and off balance sheet, as of June 30, 2026 are as follows (in thousands):

(1) Future interest payments on variable rate long-term debt are estimated based on the rate in effect as of June 30, 2026, and only include interest payments (not unused line fees).

Borrowings under the Revolving Credit Agreement bear interest at a variable rate based on the Secured Overnight Financing Rate (“SOFR”) or a base rate determined by the lender’s prime rate plus an applicable margin, as defined in the agreement. Any outstanding borrowings under the Revolving Credit Agreement bear interest at a rate, at our election, equal to (i) adjusted term SOFR plus a margin ranging from 1.25% to 1.75% or (ii) a base rate plus a margin ranging from 0.25% to 0.75%, in each case depending upon the monthly average excess availability under the Revolving Credit Agreement. We are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses of our agent and lenders. During the six month period ended June 30, 2026, we had payments of principal totaling $118.4 million and borrowings of principal totaling $188.4 million under the Revolving Credit Agreement. As of June 30, 2026, there was $115.0 million outstanding under the Revolving Credit Agreement.

The Senior Notes bear interest at the rate of 4.5% per annum from the date of issuance, payable semi-annually on April 15 and October 15.

Operating leases represent the total future minimum lease payments that have commenced. As of June 30, 2026, obligations related to operating leases that we have executed but have not yet commenced were insignificant.

We have standby letters of credit totaling $5.6 million issued in connection with workers compensation claims and surety bonds.

We have $61.7 million in purchase commitments through January 2027 for various raw material commodities, including aluminum and nickel as well as other raw material components which are within normal production requirements.

We obtain vehicle chassis for our specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and in some cases, for unallocated orders. The agreements generally state that the manufacturer will provide a supply of chassis to be maintained at our facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of the agreement. In addition, the manufacturer typically retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to us nor permit us to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although we are party to related finance agreements with manufacturers, we have not historically settled, nor expect to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of June 30, 2026 our outstanding chassis converter pool with the manufacturer totaled $35.6 million and we have included this financing agreement on our Condensed Consolidated Balance Sheets within Other accrued liabilities. Under this agreement, if the chassis is not delivered to a customer within a specified time frame, we are required to pay a finance or storage charge on the chassis. Additionally, we receive finance support funds from manufacturers when the chassis are assigned into our chassis pool. Typically, chassis are converted and delivered to customers within 90 days of our receipt of the chassis.

Backlog

Orders that have been confirmed by customers in writing and have defined delivery timeframes are included in our backlog. Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications, terms, or cancellation. The following table presents backlog information as of June 30, 2026, December 31, 2025, and June 30, 2025 (in millions):

The increase in rolling 12 month backlog and total backlog from December 31, 2025 is primarily attributable to the placement of new orders during the first six months of 2026 outpacing shipments. The increase in rolling 12 month backlog from June 30, 2025 is related to a certain degree of strengthened new trailer demand and our decision to accelerate the 2027 dry van order cycle, providing fleet customers with earlier planning certainty.

We continue to believe that our long-term relationship agreements with certain strategic customers will provide a good base of backlog for years to come. Refer to the “Outlook” section below for additional details related to industry and market conditions.

Outlook

The trailer industry generally follows the transportation industry’s cycles. According to ACT Research Company (“ACT”), total United States trailer production in 2025 was approximately 190,000 trailers, a 19.1% decrease from 2024. There remains uncertainty in the industry, including but not limited to overall economic conditions and softening of demand for certain of our products, which is reflected in market outlooks. Current estimates from ACT and FTR Associations (“FTR”) for 2026 United States trailer production are 198,000 and 195,000, respectively, representing a 4.2% and 1.6% increase, respectively, compared to 2025.

ACT is forecasting annual new trailer production levels for 2027, 2028, 2029, 2030, and 2031 of approximately 262,000, 307,000, 314,000, 297,000, and 313,000, respectively. In addition, FTR is forecasting annual new trailer production levels for 2027, 2028, 2029, 2030 of approximately 227,000, 278,000, 298,000, and 301,000, respectively. These estimates are generally aligned with historical trailer industry production levels and represent a recovery from the reduced production volumes observed in recent years. However, overall economic uncertainty and softening demand in the industry for certain of our products could continue to impact these estimates. The uncertainty and softening observed in recent years has been and continues to be evident in the ACT and FTR forecasts. However, we continue to believe that our strategic plan and actions taken over the last several years have positioned us to remain well-suited to adapt to changes in the industry and demand environment due to our strong balance sheet, liquidity profile, and diversification.

Other potential risks we face for the remainder of 2026 primarily relate to our ability to effectively manage our manufacturing operations, including economic uncertainty and the uncertainty caused by recently enacted and proposed tariffs and the related disruptions to international trade, and our overall business. In addition, the cost of raw materials, commodities, and components are also potential risks. Significant increases in the cost of certain commodities, raw materials or components, including increases due to the imposition, or proposed imposition, of tariffs have had, and may continue to have, an adverse effect on our results of operations. As has been our practice, we will endeavor to pass raw material and component price increases to our customers in addition to continuing our cost management and hedging activities in an effort to minimize the risk that changes in material costs could have on our operating results. In addition, we rely on a limited number of suppliers for certain key components and raw materials in the manufacturing of our products, including tires, landing gear, axles, suspensions, aluminum extrusions, chassis and specialty steel coil. While we have taken actions to mitigate certain of these risks, which include our previously announced supply agreements at the current and expected demand levels, there may be additional or increased shortages of supplies of raw materials or components which would have an adverse impact on our ability to meet demand for our products. Despite these risks, we believe we are well positioned to capitalize on overall demand when it returns to normalized levels.

For the remainder of 2026, we will continue to adjust to changes in the current environment, preserve the strength of our balance sheet, prioritize the safety of our employees, and ensure the liquidity and financial well-being of the Company. We believe we remain well-positioned for both near-term and long-term success in the transportation, logistics, and distribution industries because: (1) our core customers are among the major participants in the transportation, logistics, and distribution industries; (2) our technology and innovation provide value-added solutions for our customers by reducing operating costs, improving revenue opportunities, and solving unique transportation problems; (3) our Wabash Management System (“WMS”) principles and processes and enterprise-wide lean efforts drive focus on the interconnected processes that are critical for success across our business; (4) our significant brand recognition, presence throughout North America, and the utilization of our extensive dealer network to market and sell our products; and (5) our One Wabash approach to create a consistent, superior experience for all customers who seek our connected solutions in the transportation, logistics, and distribution markets. By continuing to be an innovation leader in the transportation, logistics, and distribution industries we expect to leverage our existing assets and capabilities into higher margin products and markets by delivering connected, value-added customer solutions.

Critical Accounting Policies and Estimates

We have included a summary of our Critical Accounting Policies and Estimates in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the summary provided in that report.

In addition to the risks inherent in our operations, we have exposure to financial and market risk resulting from volatility in commodity prices, interest rates and foreign exchange rates. The following discussion provides additional detail regarding our exposure to these risks.

Commodity Prices

We are exposed to fluctuation in commodity prices through the purchase of various raw materials that are processed from commodities such as aluminum, steel, lumber, nickel, copper, and polyethylene. Given the historical volatility of certain commodity prices, this exposure can significantly impact product costs. We manage some of our commodity price changes by entering into fixed price contracts with our suppliers and through financial derivatives. To the extent that we are unable to offset the increased commodity costs in our product prices, our results would be materially and adversely affected. As of June 30, 2026, we had $61.7 million in raw material purchase commitments through January 2027 for materials that will be used in the production process, as compared to $21.5 million as of December 31, 2025. We typically do not set prices for our products more than 45-90 days in advance of our commodity purchases and can, subject to competitive market conditions, take into account the cost of the commodity in setting our prices for each order. As of June 30, 2026, a hypothetical ten percent change in commodity prices based on our raw material purchase commitments through January 2027 would result in a corresponding change in cost of goods sold of approximately $6.2 million. This sensitivity analysis does not account for the change in the competitive environment indirectly related to the change in commodity prices and the potential managerial action taken in response to these changes.

Interest Rates

As of June 30, 2026, we had $115.0 million floating rate debt outstanding under our Revolving Credit Agreement. The only other outstanding debt on our Condensed Consolidated Balance Sheets as of June 30, 2026 were the Senior Notes, which carry a fixed interest rate of 4.50%. Based on the current borrowings under our Revolving Credit Agreement, a hypothetical 100 basis-point change in the floating interest rate would result in a $1.2 million corresponding change in the interest expense over a one-year period. This sensitivity analysis does not account for the change in the competitive environment indirectly related to the change in interest rates and the potential managerial action taken in response to these changes.

Foreign Exchange Rates

We are subject to fluctuations in the Mexican peso exchange rates that impact transactions with our foreign subsidiaries, as well as U.S. denominated transactions between these foreign subsidiaries and unrelated parties. A ten percent change in the Mexican peso exchange rates would have an immaterial impact on results of operations. We do not hold or issue derivative financial instruments for speculative purposes.

Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of June 30, 2026.

Changes in Internal Controls over Financial Reporting

There were no changes in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the second quarter of fiscal year 2026 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

You should carefully consider the risks described below in this Quarterly Report on Form 10-Q and other information contained in this Quarterly Report before investing in our securities. Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows, and results of operations.

Risks Related to Our Business, Strategy and Operations

The cyclical nature of our business and the impact of economic conditions on markets, customers and demand for our products may have a material adverse effect on our business, financial condition, cash flows and results of operations.

The truck trailer manufacturing industry historically has been, and is expected to be, cyclical and is affected by overall economic conditions, including variability driven by supply chain inconsistency. Poor economic conditions can adversely affect demand for new trailers and the steps we have taken to diversify our product offerings through the implementation of our strategic plan do not insulate us from cyclicality or changes in demand. Demand for our products is sensitive to changes in economic conditions, including changes related to unemployment, consumer confidence and income, new housing starts, industrial production, inflationary pressures, government regulations such as federal hours-of-service rules, truck safety, limitations on vehicle weight, size, and configuration, and federal emissions standards.

We also continue to be reliant on the credit, housing, energy and construction-related markets in the U.S. The same general economic concerns faced by us are also faced by our customers. We believe that some of our customers are highly leveraged and have limited access to capital, and their continued existence may be reliant on liquidity from global credit markets and other sources of external financing. Lack of liquidity by our customers could impact our ability to collect amounts owed to us.

An economic downturn and the status of economic conditions periodically has, and could have in the future, an adverse effect on the ability of customers to meet their contractual terms or payment obligations, truck freight, sales volumes and the demand for, and the pricing of, our products, and could have a material adverse effect on our profitability, ability to meet our payment and other obligations under our outstanding debt agreements, business, financial condition, cash flows and results of operations. In addition, anti-dumping actions we may pursue to counter government subsidies to, and dumping by, foreign competitors that could impact our trailer production and pricing may prove to be ineffective. Our ability to sustain or increase profitability in the future also depends on factors including our overall trailer volumes, gross margins, momentum on our product diversification efforts, collection of amounts owed from customers and management of expenses.

Unfairly traded imports of dry vans and refrigerated trailers could injure or threaten with injury America’s domestic dry van and refrigerated trailer industry, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

In November 2025, the American Trailer Manufacturers Coalition (a coalition of U.S. van trailer producers including Wabash), filed petitions with the U.S. Department of Commerce (the “DOC”) and U.S. International Trade Commission (“ITC”) in response to imports of dumped and subsidized van trailer products entering the United States from China, Canada, and Mexico. Such imports have had, and may continue to have, a material impact on U.S. trailer production, including declines in production, shipments, performance, and employment. On February 6, 2026, the ITC found that there is a reasonable indication that the U.S. dry vans and refrigerated trailers industry is materially injured due to the imports. As a result, the DOC has calculated a range of affirmative preliminary countervailing duties and affirmative preliminary antidumping duties, with additional determinations on anti-dumping to follow. The ITC is expected to make a final determination during the third quarter of 2026 on whether the U.S. dry vans and refrigerated trailers industry is materially injured due to the imports. A failure by, or the inability of, U.S. trade officials to implement or enforce antidumping and countervailing duties in response to the injurious effects of unfairly traded trailer products could have a material adverse effect on our business, financial condition, cash flows and results of operations.

A change in our customer relationships or in the financial condition of our customers could have a material adverse effect on our business, financial condition, cash flows and results of operations.

We have longstanding relationships with a number of large customers. We do not have long-term agreements with all of these customers. Our success is dependent, to a significant extent, upon the continued strength of these relationships and the growth of our core customers. We often are unable to predict the level of demand for our products from these customers, or the timing of their orders. In addition, the same economic conditions that adversely affect us also often adversely affect our customers. Furthermore, we are subject to a concentration of risk as our five largest customers together accounted for approximately 35% of our aggregate net sales in 2025. No individual customer accounted for more than 10% of our aggregate net sales in 2025 and international sales accounted for less than 10% in 2025. The loss of or change to the relationship with a significant customer, post-sale disputes or unexpected changes or delays in product purchases could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our backlog may not be indicative of the level of our future revenues.

Our backlog represents future production for which we have written orders from our customers that have defined delivery timeframes. Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications and terms, or cancellation. Our reported backlog may not be converted to revenue in any particular period and actual revenue from such orders may not equal our backlog. It is also possible that our methodology for determining backlog may not be comparable to that of our competitors. Therefore, our backlog may not be fully indicative of the level of our future revenues.

We rely significantly on information technology to support our operations and if we are unable to protect against service interruptions or security breaches, it could have a material adverse effect on our business, financial condition, cash flows and results of operations.

We depend on a number of information technologies, some of which are managed by third parties, to integrate departments and functions, enhance the ability to service customers, improve our control environment, and manage our cost reduction initiatives. We also collect and store certain sensitive data in data centers owned by third parties and on information technology networks. The secure maintenance and operation of these data centers and information technology networks is critical for our business operations and strategy. We have put in place a number of systems, processes, and practices designed to protect against the failure of our technologies, as well as the misappropriation, exposure or corruption of the information stored thereon. Maintaining and enhancing these cybersecurity systems, processes and practices may increase our costs. Service disruptions or intentional actions such as intellectual property theft, cyber-attacks, unauthorized access, or malicious software, may lead to such misappropriation, exposure or corruption if our protective measures prove to be inadequate. Any issues involving these critical business applications and infrastructure may adversely impact our ability to manage operations and the customers we serve. Increasing use of artificial intelligence may increase these risks. We could also encounter violations of applicable law or reputational damage from the disclosure of confidential business, supplier, customer, or employee information or the failure to protect privacy rights in personal identifying information. In addition, the disclosure of non-public information could lead to the loss of our intellectual property and diminished competitive advantages. Should any of the foregoing events occur, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future, any of which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

We may use artificial intelligence in our business and challenges in managing its use could result in reputational harm or liability, and could have a material adverse effect on our business, financial condition, cash flows and results of operations.

We may leverage artificial intelligence, including generative artificial intelligence and machine learning, in our business, including in product development, operations and software programming. Our competitors or other third parties may incorporate artificial intelligence into their businesses more quickly or more successfully than us, which could result in reputational harm and could have a material adverse effect on our business, financial condition, cash flows and results of operations.

In addition, there are significant risks involved in developing and deploying artificial intelligence and there can be no assurance that use of artificial intelligence will be beneficial to our business, including our efficiency or profitability. The rapid evolution of artificial intelligence, including the regulation of artificial intelligence by government or other regulatory agencies, will require significant resources to develop, test and maintain our platforms, offerings, services, and features to implement artificial intelligence ethically and minimize any unintended harmful impacts.

Inflation could materially and adversely affect our business, financial condition, cash flows and results of operations.

Inflation rates in the markets in which we operate have seen increases in recent years and may continue to rise. Inflation and elevated price levels have led us to experience higher costs of labor, materials and transportation. Our suppliers have raised their prices and may continue to raise prices, and in the competitive markets in which we operate, we may not be able to make corresponding price increases to preserve our gross margins and profitability. Deteriorating economic and political conditions and uncertainty, such as increased unemployment, changes in capital spending, declines in consumer confidence, or economic slowdowns or recessions, could cause a decrease in demand for our products. If inflation rates continue to rise or remain elevated for a sustained period of time, they could materially and adversely affect our business, financial condition, cash flows, and results of operations.

We have a limited number of suppliers of raw materials and components; supply chain disruptions, increases in the price of raw materials and components or the inability to obtain raw materials and components could have a material adverse effect on our business, financial condition, cash flows and results of operations.

We currently rely on a limited number of suppliers for raw materials and key components in the manufacturing of our products, such as tires, landing gear, axles, suspensions, specialty steel coil, stainless steel, plastic, aluminum and lumber. There have been, and may continue to be, shortages of supplies of raw materials or components (including foam insulation, suspension components and wiring), or our suppliers may place us on allocation, which has and would continue to have an adverse impact on our ability to meet product demand.

Global supply chain disruptions, shortages and allocations of raw materials and components resulted and may in the future result in an increased backlog of orders, inefficient operations and inventory build-up, all of which can negatively affect our working capital position, increase costs that are passed on to customers and delay our ability to fulfill customer orders. Such disruptions have been compounded with logistical factors that include reduced freight, railway, trucking and air capacity and delays, shortages of shipping containers and chassis, trade conflicts and labor availability constraints. Our supply chain may also continue to be impacted by damaging weather or acts of nature (including acts of nature caused by climate change), capacity constraints, effects of economic downturn, cybersecurity threats, geopolitical uncertainties and other related interferences.

Supply chain disruptions and the loss of any of our suppliers or their inability to meet our price, quality, quantity and delivery requirements could have a material adverse effect on our business, financial condition, cash flows and results of operations. In addition, price volatility and changes in the availability of commodities we purchase, which have fluctuated significantly in the past, impact the pricing of raw materials and production costs and could have negative impacts on our operating margins.

The inability to attract and retain key personnel or a sufficient workforce could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our ability to operate our business and implement our strategies depends, in part, on the efforts of our executive officers and other key associates. Tight labor markets may negatively impact our ability to retain a sufficient workforce of qualified personnel. Labor shortages, increased competition in the hiring market, high employee turnover rates and resulting impacts of increased recruitment costs, wages, training and related inefficiencies, may disrupt our ability to meet consumer demands and expectations. Our future success depends, in large part, on our ability to attract and retain qualified personnel, including manufacturing personnel, sales professionals and engineers. The unexpected loss of services of any of our key personnel or the failure to attract or retain other qualified personnel, including personnel with engineering and technical expertise in the industry, could have a material adverse effect on our business, financial condition, cash flows and results of operations.

We may not be able to execute on our long-term strategic plan and growth initiatives, or meet our long-term financial goals, and this may have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our long-term strategic plan is intended to generate long-term value for our shareholders while delivering profitable growth throughout our business segments. The long-term financial goals that we expect to achieve as a result of our long-term strategic plan and organic growth initiatives are based on certain assumptions, which may be incorrect. Organically, our focus is on profitably growing and diversifying our operations by leveraging our existing assets, capabilities, and technology into higher margin products and markets and thereby providing value-added customer solutions, including continuing to expand and develop our parts & services operating segment. We cannot provide any assurance that we will fully execute on our strategic plan or growth initiatives, which are subject to a variety of risks including our ability to: diversify the product offerings of our non-trailer businesses, including continuing to expand and develop our parts & services offerings; leverage acquired businesses and assets to grow sales with our existing products; design, develop, and commercialize new products to meet our customers’ needs; increase the pricing of our products and services to offset cost increases and expand gross margins; scale our manufacturing capacity and resources to efficiently meet customer demand; and execute potential future acquisitions, mergers, joint ventures, and other business development opportunities. If we are unable to successfully execute on our strategic plan, we may experience increased competition, material adverse financial consequences and decreases in the value of our common stock. Additionally, our management’s attention to the strategic plan’s implementation, which includes our diversification efforts, may distract them from implementing our core business which may also have material adverse financial consequences.

Volatility in the supply of vehicle chassis and other vehicle components could have a material adverse effect on our truck body product line.

With the exception of some specialty vehicle products, we generally do not purchase vehicle chassis for our inventory and accept shipments of vehicle chassis owned by dealers or end-users for the purpose of installing and/or manufacturing our specialized truck bodies on such chassis. Historically, General Motors Company (“GM”), Freightliner Custom Chassis (“Freightliner”), International Truck (“International”), and Ford Motor Company (“Ford”) have been the primary chassis suppliers. If a major supplier is disrupted, we would attempt to use another major supplier, but there can be no assurance that this attempt would be successful. Nevertheless, if chassis supply is disrupted, there could be unforeseen consequences that may have a material adverse effect on our truck body operations.

We also face risks relative to finance and storage charges for maintaining an excess chassis supply from GM, Freightliner, International, and Ford. Under the converter chassis pool agreements, if a chassis is not delivered to a customer within a specified time frame, we must pay finance or storage charges on such chassis.

Significant competition in the industries in which we operate may result in our competitors offering new or better products and services or lower prices, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

The industries in which we participate are highly competitive. We compete with other manufacturers of varying sizes, some of which have substantial financial resources, may be violating anti-dumping laws, or may be benefitting from subsidization in their home countries. Manufacturers compete primarily on product quality, customer relationships, service availability and price. Additionally, we face increasing competition to develop innovative products that result in lower emissions. Manufacturing over-capacity and some of our competitors’ high leverage, along with bankruptcies, economic downturn and financial stresses that affected the industry, have in the past contributed, and may in the future contribute to significant pricing pressures.

If we are unable to successfully compete with other manufacturers, we could lose customers and our revenues may decline. In addition, competitive pressures in the industry may affect the market prices of our new and used equipment, which, in turn, may have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our truck body product lines compete in the highly competitive specialized vehicle industry which may impact our financial results.

The competitive nature of the specialized vehicle industry creates a number of challenges for our truck body products. Important factors include product pricing, product quality, lead times, geographic proximity to customers, and product customization abilities. Specialized vehicles are produced by a number of smaller, regional companies which create product pricing pressures that could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our technology and products may not achieve market acceptance or competing products could gain market share, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our customers primarily operate in the truck transportation industry, which is a very fluid industry requiring companies to make frequent changes to maximize their operations and profits. While we target product development to expand our offerings and meet customer needs, there is no assurance that our product development efforts will be embraced or that we will meet our strategic goals, including sales projections. We may incur additional product development costs, including expenses related to engineering or design issues or recall.

A number of our competitors followed our leadership in the development and use of composite sidewalls that brought them into direct competition with our DuraPlate® products. Our product development is focused on maintaining our leadership for these products and others, but competitive pressures may erode our market share or margins and intellectual property rights may not prevent competitors from developing products similar to ours. We hold U.S. and foreign utility and design patents and patent applications on various components and techniques utilized in our manufacturing of transportation equipment and products with expiration dates ranging from 2025 to 2045. We continue to take steps to protect our proprietary rights in our products and production processes. However, the steps we have taken may not be sufficient or may not be enforced by a court of law. If we are unable to protect our intellectual properties, other parties may attempt to copy or otherwise obtain or use our products or technology. If competitors are able to use our technology, our ability to effectively compete could be harmed and this could have a material adverse effect on our business, financial condition, cash flows and results of operations. In addition, litigation related to intellectual property could result in substantial costs and efforts which may not result in a successful outcome.

Disruption of our manufacturing operations could have a material adverse effect on our business, financial condition, cash flows and results of operations.

We manufacture our van trailer products at two facilities in Lafayette, Indiana, a flatbed trailer facility in Cadiz, Kentucky, a hardwood floor facility in Harrison, Arkansas, three liquid-transportation systems facilities in New Lisbon, Wisconsin; Fond du Lac, Wisconsin; and Queretaro, Mexico, two engineered products facilities in New Lisbon, Wisconsin; and Elroy, Wisconsin, four truck body facilities in Cleburne, Texas; Griffin, Georgia; Jonestown, Pennsylvania; and Moreno Valley, California and produce composite products in Lafayette, Indiana. Our production at these facilities could be subject to disruptions which may include work stoppages, severe weather, natural disaster, public health crises, including the spread of a contagious disease, pandemics or epidemics, quarantines or shutdowns related to public health crises, threats to physical security or information security systems or other catastrophic events beyond our control. The effects of climate change, including increased severity and frequency of extreme weather events, natural disasters, long term changes in temperature levels and water availability, may exacerbate these risks, and could increase the costs of insuring company assets. We may also reconfigure or relocate aspects of our operations. An unexpected or costly disruption in our production at any of these facilities for any length of time could have a material adverse effect on our business, financial condition, cash flows and results of operations. Similarly, if one or more of our customers experiences an unexpected disruption, that customer may reduce or halt purchases of our products, which could result in reduced production or other cost-reduction initiatives at our related manufacturing facilities.

We also completed a previously announced and initiated a plan to idle facilities in Little Falls, Minnesota and in Goshen, Indiana, which included job reductions and closures. Unforeseen factors could result in expected savings and benefits to be delayed or not realized to the full extent planned (if at all), and our business, financial condition, cash flows and results of operations may be adversely affected.

Our failure to effectively manage, safeguard, design, manufacture, service, repair, and maintain our leased (or subleased) trailers could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our Trailers as a Service (TaaS)SM initiative includes leased and subleased trailers. These trailers and our current and future TaaS initiative trailers have long economic lives and managing our evolving trailer fleet is a critical element to our leasing business.

We face significant risks and challenges to our business and prospects as a recent entrant into the leasing and subleasing industry, including, among other things, our ability to design and build long-lived products that are aligned with freight leasing customer needs and changes in legislation and regulations in the various markets in which we operate, and cost-effectively maintain and repair our fleet to maximize our products’ economic life and the proceeds we receive from product sales. As the needs of our freight leasing customers and the scope of our customers change, we may incur costs to relocate or retrofit our assets to better meet demand shifts. If the distribution of our assets is not aligned with regional demand or there is excess leased equipment in the fleet industry, we may not be able to take advantage of sales and leasing opportunities in certain regions, despite excess inventory in other regions.

If we do not appropriately manage our product fleet’s design, manufacture, repair and maintenance, or if we are unexpectedly unable to complete such repair or maintenance or suffer unexpected equipment losses due to theft or obsolescence, we may be required to incur impairment charges for equipment that is beyond economic repair or incur significant capital expenditures to build new equipment to serve demand. These failures may also result in personal injury or property damage claims and termination of leases or contracts by customers. Costs of contract performance, potential litigation and profits lost from termination could materially adversely affect our future operating results and cash flows. If a significant number of leased units are returned in a short period of time, a large supply of units would need to be remarketed. If we are not able to successfully manage our lease assets or remarket a large influx of units returning from leases, our business, financial condition, cash flows and results of operations may be materially adversely affected.

Our arrangement to wholly own Linq Venture Holdings LLC is subject to risks and we may fail to realize all of the expected enhanced revenue, earnings and cash flows.

As of January 1, 2026, we own 100% of Linq Venture Holdings LLC, which we previously owned, in part, as a joint venture. Our ability to realize all of the expected enhanced revenue, earnings, and cash flows from our sole ownership of Linq Venture Holdings LLC, will depend, in substantial part, on our ability to continue to successfully develop, operate, and scale a digital marketplace for the transportation and logistics distribution industry.

If we are not able to successfully complete our digital marketplace strategy, the anticipated enhanced revenue, earnings and cash flows resulting from this subsidiary may not be realized fully or may take longer to realize than expected.

We may fail to realize all of the expected enhanced revenue, earnings and cash flow from our agreement to create Wabash Parts LLC, a jointly owned legal entity.

Our ability to realize all of the expected enhanced revenue, earnings, and cash flow from our 2022 agreement with a partner to create Wabash Parts LLC, a jointly owned legal entity, will depend, in substantial part, on each party’s ability to successfully operate a parts and services distribution platform and achieve our projected distribution goals. While we believe we will ultimately achieve these objectives, it is possible that we will be unable to achieve all of the goals within our anticipated time frame or in the anticipated amounts. If we are not able to successfully complete our parts and services distribution strategy, the anticipated enhanced revenue, earnings and cash flows resulting from this joint venture may not be realized fully or may take longer to realize than expected.

As part of the joint venture, we have the obligation to absorb the benefits and losses of Wabash Parts LLC that could potentially be significant to the entity. We are also required to provide funding to the entity if needed. These potential losses and funding requirements could have a material adverse effect on our business, financial condition, cash flows and results of operations.

We are subject to extensive governmental laws and regulations, and our costs related to compliance with, or our failure to comply with, existing or future laws and regulations could have a material adverse effect on our business, financial condition, cash flows and results of operations.

The length, height, width, maximum weight capacity and other specifications of truck and tank trailers are regulated by individual states. The federal government also regulates certain trailer safety features, such as lamps, reflective devices, tires, air-brake systems and rear-impact guards. In addition, most tank trailers we manufacture have specific federal regulations and restrictions that dictate tank design, material type and thickness. Our products are also subject to various state and federal environmental laws and regulations specifically including those related to greenhouse gas emissions and including regulations with respect to per-and polyfluoroalkyl substances (PFAS) and other hazardous or toxic substances. Changes or anticipation of changes in these regulations can have a material impact on our financial results, as our customers may defer purchasing decisions and we may have to re-engineer products. We are subject to various environmental laws and regulations dealing with the transportation, storage, presence, use, disposal and handling of hazardous materials, storm water discharge and underground fuel storage tanks, and we may be subject to liability associated with operations of prior owners of acquired property. In addition, we are subject to laws and regulations relating to our employees and labor-related practices.

If we are found to be in violation of applicable laws or regulations in the future, it could have a material adverse effect on our business, financial condition, cash flows and results of operations. Our costs of complying with these or any other current or future regulations may be material. Such regulations include technical safety standards that could delay product development or require manufacturer recall campaigns to remedy certain defects. In addition, if we fail to comply with existing or future laws and regulations, we may be subject to governmental or judicial fines or sanctions.

Changes to U.S. or foreign tax laws could affect our effective tax rate and our future profitability.

Tax rates in various jurisdictions may be subject to significant change. Changes in tax legislation could significantly impact our overall profitability, the provisions for income taxes, the amount of taxes payable, and our deferred tax asset and liability balances.

Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse effect on our business, financial condition, cash flows and results of operations.

The U.S. government previously announced, and in some cases implemented, an approach to trade policy that includes renegotiating or potentially terminating certain trade agreements, as well as implementing, increasing or reinstating tariffs on foreign goods and raw materials such as steel and aluminum. These tariffs and potential tariffs have resulted, and may further result, in increased prices for certain imported goods and raw materials and retaliatory tariffs and trade measures from other countries. While we source most of our materials and components domestically, tariffs and potential tariffs have caused, and may continue to cause, price increases and volatility for domestically sourced goods and materials required for our products, particularly aluminum and steel. When the costs of our components and raw materials increase, we may not be able to hedge or pass on these costs to our customers, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Product liability and other legal claims could have a material adverse effect on our business, financial condition, cash flows and results of operations.

As a manufacturer of products widely used in commerce, we are subject to product liability claims and litigation, as well as warranty claims. From time-to-time claims may involve material amounts and novel legal theories, and any insurance we carry may not provide adequate coverage to insulate us from material liabilities for these claims, or we may not be able to maintain this insurance on our preferred terms or at an acceptable cost. Additionally, we have been, and may in the future be, party to safety-related litigation that has and could in the future materially and adversely affect our financial condition, results of operations and cash flows. Our strategy has been, and continues to be, to mount a vigorous defense against such claims. We cannot predict with certainty the extent to which we will be successful in litigating or otherwise resolving these claims in the future, and we continue to evaluate different strategies related to the safety-related claims filed against us. Even if lawsuits are decided in our favor, or are unfounded, we may incur material expenses and reputational damage. Such matters may also require significant management attention. Unfavorable rulings, judgments or settlement terms or any increases in product recalls or warranty claims could have a material adverse impact on our business and financial condition, results of operations and cash flows.

In addition to product liability claims, we are subject to legal proceedings and claims that arise in the ordinary course of business, such as workers’ compensation claims, OSHA investigations, employment disputes and customer and supplier disputes arising out of the conduct of our business. Litigation may result in substantial costs and may divert management’s attention and resources from the operation of our business, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Climate change and related public focus from regulators and various stakeholders could have a material adverse effect on our business, financial condition, cash flows and results of operations.

There is scientific consensus and increased public concern that greenhouse gas emissions are linked to global climate changes. Climate changes, such as extreme weather conditions, including floods or hurricanes, decreased water availability or quality, sea level changes, extreme fires and overall temperature shifts, may have physical impacts on our facilities and operations, as well as those of our suppliers and customers. Such impacts are geographically specific, highly uncertain and may result in diminished availability of materials, indirect financial risks passed through our supply chain, decreased demand for our products and adverse impacts on our financial performance and operations.

These considerations may also result in additional and increasingly stringent international, national, regional or local legislative or regulatory responses to mitigate greenhouse gas emissions and require emissions reporting. Timing and scope of any regulations are uncertain, and regulation could result in additional or increased compliance, energy, transportation and materials costs and other additional expenses to improve the efficiency of our products, facilities and operations. We could also face increased costs related to defending and resolving legal claims and other litigation related to climate change regulations and the alleged impact of our operations on climate change.

Relatedly, the expectations of our customers, stockholders and employees have heightened in areas such as the environment, social matters and corporate governance. Increased public focus requires us to provide information on our approach to these issues, including certain climate-related matters such as mitigating greenhouse gas emissions, and continuously monitor related reporting standards. A failure to adequately meet stakeholder expectations or to comply with climate change-related regulations may result in a loss of business, diminished ability to successfully market our products to new and existing customers, decreased product demand, diluted market valuation or an inability to attract and retain key personnel.

An impairment in the carrying value of goodwill and other long-lived intangible assets could negatively affect our operating results.

We have a substantial amount of goodwill and purchased intangible assets on our balance sheet as a result of acquisitions. The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of other long-lived intangible assets represents the fair value of trademarks and trade names (until the non-cash impairment charge discussed throughout this Annual Report on Form 10-K), customer relationships and technology as of the acquisition date, net of accumulated amortization. Under generally accepted accounting principles, goodwill must be reviewed for impairment at least annually, or more frequently if potential interim indicators exist that could result in impairment, and other long-lived intangible assets require review for impairment only when indicators exist. If any business conditions or other factors cause profitability or cash flows to significantly decline, we may be required to record an additional non-cash impairment charge, which could adversely affect our operating results. Events and conditions that could result in impairment include prolonged global economic weakness, a decline in economic conditions or a slow, weak economic recovery, sustained declines in our common stock price, adverse changes in the regulatory environment, adverse changes in our products’ market share, adverse changes in interest rates, or other factors leading to reductions in our expected long-term sales or profitability.

There is no assurance that we will have the ability to continue a regular quarterly dividend.

Our ability to pay dividends, and our Board of Directors’ determination to maintain our current dividend policy, will depend on numerous factors, including:

• The state of our business, competition, and changes in our industry;
• Changes in the factors, assumptions, and other considerations made by our Board of Directors in reviewing and revising our dividend policy;
• Our future results of operations, financial condition, liquidity needs, and capital resources; and
• Our various expected cash needs, including cash interest and principal payments on our indebtedness, capital expenditures, the purchase price of acquisitions, and taxes.

Each of the factors listed above could negatively affect our ability to pay dividends in accordance with our dividend policy or at all. In addition, the Board may elect to suspend or alter the current dividend policy at any time.

Our ability to fund our working capital needs and capital expenditures, and our ability to pay dividends on our common stock, is limited by the net cash provided by operations, cash on hand and available borrowings under our Revolving Credit Agreement. Declines in net cash provided by operations, increases in working capital requirements necessitated by an increased demand for our products and services, decreases in the availability under the Revolving Credit Agreement or changes in the credit our suppliers provide to us, could rapidly exhaust our liquidity.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to fund our day-to-day operations or to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, and other cash requirements, we could face substantial liquidity problems and be forced to reduce or delay capital expenditures or to sell assets or operations, seek additional capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet our scheduled debt service obligations. Rising interest rates, along with actions by credit ratings agencies, such as downgrades or negative changes to our ratings outlook, may also reduce our ability to access the capital markets and/or increase our cost of capital either of which could have material adverse effects on our financial condition and cash flows. The indenture governing the Senior Notes and the Revolving Credit Agreement restrict (a) our ability to dispose of assets and use the proceeds from any such dispositions and (b) the Company’s and our subsidiaries’ ability to raise debt or certain equity capital to repay our indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain sufficient proceeds to meet any debt service obligations then due.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our indebtedness.

If we cannot make scheduled payments on our debt, it will be in default and, as a result, holders of our outstanding debt could declare all outstanding principal and interest to be due and payable, the lenders under the Revolving Credit Agreement could terminate their commitments to loan money, our secured lenders could foreclose against the assets securing such borrowings and we could be forced into bankruptcy or liquidation.

Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations thereunder.

As of July 24, 2026, we had approximately $585.0 million of total indebtedness, and approximately $187.0 million of additional borrowings were available and undrawn under the Revolving Credit Agreement. We also have other contractual obligations and currently pay a regular quarterly dividend of $0.08 per share, or approximately $3.7 million in the aggregate per quarter.

Our debt level could have significant consequences on future operations and financial position. For example, it could:

• Negatively affect our ability to pay principal and interest on our debt;
• Increase our vulnerability to general adverse economic and industry conditions;
• Limit our ability to fund future capital expenditures and working capital, to engage in future acquisitions or development activities, or to otherwise realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our cash flow from operations to payments of interest and principal or to comply with any restrictive terms of our debt;
• Limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
• Impair our ability to obtain additional financing or to refinance our indebtedness in the future;
• Place us at a competitive disadvantage compared to our competitors that may have proportionately less debt; and
• Impact our ability to continue to fund a regular quarterly dividend.

International operations are subject to increased risks, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our ability to manage our business and conduct operations internationally is subject to a number of risks, including the following:

• Economic and political instability, including international conflicts, war, acts of terrorism, or the threat thereof, political or labor unrest, civil unrest, riots, insurrections, heightened diplomatic tensions, the uncertain future geopolitical landscape and changes from various countries’ national elections;
• Public health crises, including the spread of a contagious disease, pandemics or epidemics, quarantines or shutdowns related to public health crises and other catastrophic events;
• Challenges caused by distance, language and cultural differences and by doing business with foreign agencies and governments;
• Uncertainty regarding liability for services and content;
• Currency exchange rate fluctuations and our ability to manage these fluctuations;
• Foreign exchange controls that might prevent us from repatriating cash earned outside the U.S.;
• Import and export requirements that may prevent us from shipping products or providing services to a particular market and may increase our operating costs;
• Potentially adverse tax consequences; and
• Different expectations regarding working hours, work culture and work-related benefits.

Compliance with complex foreign and U.S. laws and regulations that apply to international operations may increase our cost of doing business and could expose us or our employees to fines, penalties and other liabilities. These numerous and sometimes conflicting laws and regulations include import and export requirements, content requirements, trade restrictions, tax laws, environmental laws and regulations, sanctions, internal and disclosure control rules, data privacy requirements, labor relations laws, and U.S. laws such as the Foreign Corrupt Practices Act and substantially equivalent local laws prohibiting corrupt payments to governmental officials and/or other foreign persons. Any violation of the laws and regulations that apply to our operations and properties could result in, among other consequences, fines, environmental and other liabilities, criminal sanctions against us, our officers or our employees, and prohibitions on our ability to offer our products and services to one or more countries. Such consequences could materially damage our reputation, brand, business, efforts to diversify our business, ability to attract and retain employees, financial condition, cash flows, and results of operations.

Failure to meet environmental, social and governance (“ESG”) expectations or standards or to achieve our ESG goals could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, financial condition, cash flows and results of operations.

We make statements about our ESG goals and initiatives through information provided on our website, press statements and other communications, including through our Corporate Responsibility Report. Our publicly announced goals, commitments and targets, which we may refine or expand further in the future, reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. Responding to these ESG considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments and are impacted by factors that may be outside our control.

Such risks and uncertainties include:

• Reputational harm, including damage to our relationships with customers, suppliers, investors, governments or other stakeholders;
• Adverse impacts on our ability to sell and manufacture products;
• Success of our collaborations with third parties;
• Increased risk of litigation, investigations or regulatory enforcement action;
• Unfavorable ESG ratings or investor sentiment;
• Diversion of resources and increased costs to control, assess and report on ESG metrics;
• Our ability to achieve our goals, commitments and targets within the announced or expected timeframes;
• Access to and increased cost of capital; and
• Adverse impacts on our stock price.

In addition, some stakeholders may disagree with our goals and initiatives and the focus of stakeholders may change and evolve over time. Stakeholders also may have very different views on where ESG focus should be placed, including differing views of regulators in various jurisdictions in which we operate. Any failure, or perceived failure, to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESG laws and regulations or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, financial condition, cash flows and results of operations.

Provisions of the Senior Notes and the Convertible Notes could discourage a potential future acquisition of us by a third party.

Certain provisions of the Senior Notes and the Convertible Notes could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a fundamental change, holders of the Senior Notes and the Convertible Notes will have the right, at their option, to require us to repurchase all of their Senior Notes or Convertible Notes, as applicable, or any portion of the principal amount of such Senior Notes or Convertible Notes, as applicable. In addition, in connection with certain fundamental change transactions, holders of the Convertible Notes who convert their Convertible Notes may be entitled to an increase in the conversion rate, which could make such transactions more expensive. The indentures governing the Senior Notes and the Convertible Notes prohibit us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the Senior Notes and the Convertible Notes, as applicable. These and other provisions of the Senior Notes and the Convertible Notes could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to our stockholders.

Our Senior Notes indenture and Revolving Credit Agreement contain restrictive covenants that, if breached, could limit our financial and operating flexibility and subject us to other risks.

Our Senior Notes indenture and Revolving Credit Agreement include customary covenants limiting our ability to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. Under our Revolving Credit Agreement, we are required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the facility is less than the greater of (a) 10% of the lesser of (i) the total revolving commitments and (ii) the borrowing base (such lesser amount, the “Line Cap”) and (b) $25 million.

If availability under the Revolving Credit Agreement is less than the greater of (i) 10% of the Line Cap and (ii) $25 million for three consecutive business days, if there exists an event of default, amounts in any of the Borrowers’ and the Guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and applied to reduce the outstanding amounts under the facility.

As of December 31, 2025, we believe we are in compliance with the provisions of our Senior Notes indenture and our Revolving Credit Agreement. Our ability to comply with the various terms and conditions in the future may be affected by events beyond our control, including prevailing economic, financial and industry conditions.

The contemplated amendment to the Revolving Credit Agreement may not be consummated, or may be consummated on terms that are less favorable to us.

We have received commitments from Wells Fargo Capital Finance, LLC, PNC Bank, National Association, JPMorgan Chase Bank, N.A., and Morgan Stanley Senior Funding, Inc. to amend and extend $300 million of the Revolving Credit Agreement (the “Revolving Credit Agreement Amendment”). The closing of the Revolving Credit Agreement Amendment is subject to market and other conditions, and there can be no assurance that the closing of the Revolving Credit Agreement Amendment will occur on the terms described herein, or at all. If we are able to enter into the Revolving Credit Agreement Amendment, the terms of the amendment may contain terms and covenants that restrict our financial and operating flexibility. If we are unable to enter into the Revolving Credit Agreement Amendment prior to the maturity of our Revolving Credit Agreement, we may need to refinance our Revolving Credit Agreement and may not be able to do so on favorable terms or at all. Our inability to enter into the Revolving Credit Agreement Amendment or to otherwise refinance our Revolving Credit Agreement on commercially reasonable terms or at all could have a material adverse effect on our business, financial condition, cash flows and results of operations and could impair our ability to satisfy our obligations under the notes.

The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the Convertible Notes is triggered, holders of the Convertible Notes will be entitled to convert their Convertible Notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity. In addition, even if holders of the Convertible Notes do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The accounting method for the Convertible Notes could adversely affect our reported financial condition and results.

The accounting method for reflecting the Convertible Notes on our balance sheet, accruing amortized interest expense for the Convertible Notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition. If the conversion features of the Convertible Notes are required to be separately valued and accounted for, the accounting conclusion could impact earnings.

In accordance with applicable accounting standards, we expect that the Convertible Notes will be reflected as a liability on our balance sheets, with the initial carrying amount equal to the principal amount of the Convertible Notes, net of issuance costs. The issuance costs will be treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of the Convertible Notes. As a result of this amortization, the interest expense we expect to recognize for the Convertible Notes for accounting purposes will be greater than the cash interest payments we will pay on the Convertible Notes, which will result in lower reported net income or larger reported net loss.

In addition, we expect that the shares underlying the Convertible Notes will be reflected in our diluted earnings per share using the “if converted” method. Under that method, diluted earnings per share would generally be calculated assuming that all the Convertible Notes were converted solely into shares of our common stock at the beginning of the reporting period, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share, and accounting standards may change in the future in a manner that may adversely affect our diluted earnings per share.

Furthermore, if any of the conditions to the convertibility of the Convertible Notes are satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the Convertible Notes as a current, rather than a long-term, liability. This reclassification could be required even if no noteholders convert their Convertible Notes and could materially reduce our reported working capital.

We have not reached a final determination regarding the accounting treatment for the Convertible Notes, and the description above is preliminary. Accordingly, we may account for the Convertible Notes in a manner that is significantly different than described above.

We cannot be certain whether other changes may be made to the current accounting standards related to the Convertible Notes, or otherwise, that could have a material effect on our operating results.

Risks Related to an Investment in Our Common Stock

Our common stock has experienced, and may continue to experience, trading price and volume volatility.

The trading price and volume of our common stock has been and may continue to be subject to large fluctuations. The market price and volume of our common stock may increase or decrease in response to a number of events and factors, including:

• Trends in our industry and the markets in which we operate;
• Changes in the market price of the products we sell;
• The introduction of new technologies or products by us or our competitors;
• Changes in expectations for our future financial performance or operating results, including financial estimates or expectations of securities analysts and investors;
• Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, financings or capital commitments;
• Changes in laws and regulations;
• Any announcement that we plan to issue additional equity to the public;
• General economic and competitive conditions; and
• Changes in key management personnel.

This volatility may adversely affect the prices of our common stock regardless of our operating performance. To the extent that the price of our common stock declines, our ability to raise funds through the issuance of equity or otherwise use our common stock as consideration will be reduced. These factors may limit our ability to implement our operating and growth plans.

Also, shareholders may from time to time engage in proxy solicitations, advance shareholder proposals or otherwise attempt to effect changes or acquire control over the Company. Such shareholder campaigns could disrupt our operations and divert the attention of our Board of Directors, senior management and employees from the pursuit of business strategies and adversely affect our results of operations, cash flows and financial condition.

Conversion of the Convertible Notes will dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock.

The conversion of some or all of the Convertible Notes will dilute the ownership interests of existing stockholders to the extent we deliver shares of our common stock upon conversion of any of the Convertible Notes. The Convertible Notes may from time to time in the future be convertible at the option of their holders prior to their scheduled terms under certain circumstances. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions, and the anticipated conversion of the Convertible Notes into shares of our common stock could depress the price of our common stock.