WNC

wnc-20260204false000087952600008795262026-02-042026-02-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 4, 2026

WABASH NATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware001-1088352-1375208 (State or other jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

3900 McCarty Lane LafayetteIndiana47905 (Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (765) 771-5310 Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value WNC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On February 4, 2026, Wabash National Corporation (the “Company”) issued a press release announcing its financial results for the year and quarter ended December 31, 2025. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The press release and a teleconference visual presentation are also available on the Company’s Investor Relations website at ir.onewabash.com. Item 9.01 Financial Statements and Exhibits. (d)Exhibits.

EXHIBIT INDEX

Exhibit No.Description

99.1 Wabash National Corporation Press Release dated February 4, 2026

104Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WABASH NATIONAL CORPORATION

Date: February 4, 2026By:/s/ Patrick Keslin Patrick Keslin Senior Vice President and Chief Financial Officer

wnc-20251030false000087952600008795262025-10-302025-10-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 30, 2025

WABASH NATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware001-1088352-1375208 (State or other jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

3900 McCarty Lane LafayetteIndiana47905 (Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (765) 771-5310 Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value WNC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 30, 2025, Wabash National Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The press release and a teleconference visual presentation are also available on the Company's Investor Relations website at ir.onewabash.com. Item 9.01 Financial Statements and Exhibits. (d)Exhibits.

EXHIBIT INDEX

Exhibit No.Description

99.1 Wabash National Corporation Press Release dated October 30, 2025

104Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WABASH NATIONAL CORPORATION

Date: October 30, 2025By:/s/ Patrick Keslin Patrick Keslin Senior Vice President and Chief Financial Officer

wnc-20251009false000087952600008795262025-10-102025-10-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 9, 2025

WABASH NATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware001-1088352-1375208 (State or other jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

3900 McCarty Lane LafayetteIndiana47905 (Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (765) 771-5310 Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value WNC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 10, 2025, Wabash National Corporation (the "Company") announced certain preliminary results for the quarter ended September 30, 2025. The preliminary results are subject to adjustment and finalization by the Company. There can be no assurance that our final results will not differ from these preliminary estimates. Net sales for the third quarter of 2025 are expected to be $382 million compared to $464 million for the prior year quarter. The Company expects earnings for the third quarter of 2025 to be $0.97 per diluted share, compared to the third quarter of 2024 loss of $7.53 per diluted share. Third quarter of 2025 non-GAAP adjusted loss per diluted share is expected to be $0.51, compared to the third quarter of 2024 non-GAAP adjusted earnings per diluted share of $0.19. Non-GAAP adjusted earnings per diluted share for the third quarter of 2024 and 2025 exclude non-cash expense adjustments for a lawsuit, the Product Liability Matter, described below. Challenging market conditions persisted through the quarter, driving softer demand and expected revenue below the low end of our guidance range. Despite these headwinds, disciplined execution and prudent working capital management resulted in expected positive free cash flow year-to-date.1 We will discuss further at our Earnings Call on October 30, 2025. 1 Free cash flow is defined as net cash (used in) provided by operating activities minus cash payments for capital expenditures minus expenditures for revenue generating assets. Non-GAAP Measures In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (“GAAP”), the financial information included in this Form 8-K contains non-GAAP financial measures. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net (loss) income, and reconciliations to GAAP financial statements should be carefully evaluated. Adjusted diluted (loss) earnings per share reflect an adjustment for the Product Liability Matter and the related tax effect of that adjustment. Management believes providing adjusted measures and excluding certain items facilitates comparisons to the Company’s prior year periods and, when combined with the GAAP presentation of diluted net (loss) income per share, is beneficial to an investor’s understanding of the Company’s performance. A reconciliation of adjusted diluted (loss) earnings per share to diluted earnings (loss) per share, the most comparable GAAP financial measures, are included in the tables below. Free cash flow is defined as net cash from operating activities minus cash payments for capital expenditures minus expenditures for revenue generating assets. Management believes providing free cash flow is useful for investors to understand the Company’s