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) ~~August~~September 155, 2024

WABASH NATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-10883	52-1375208
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


3900 McCarty Lane
Lafayette	Indiana	47905
(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 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

OnAs ~~August~~previously ~~19,~~disclosed ~~2024,~~in Wabash National Corporation’s (the “Company”) ~~announced~~filings ~~that~~with ~~Michael~~the N.Securities ~~Pettit~~and ~~will~~Exchange ~~transition~~Commission, ~~from~~the ~~his~~Company ~~role~~is asand ~~Chief~~has ~~Financial~~been, ~~Officer~~and tomay ~~Chief~~in ~~Growth~~the ~~Officer~~future be, ~~effective~~subject onto ~~September~~product 1,liability ~~2024~~claims and litigation incidental to the Company’s normal operating activities. The Company has routinely defended lawsuits of this nature and considers this litigation to be in the ordinary course of business.

AsOn ofSeptember ~~the~~5, ~~date~~2024, a jury awarded compensatory damages of ~~this~~$12 ~~Current~~million ~~Report~~and onpunitive ~~Form~~damages ~~8-K,~~of no$450 ~~changes~~million to(the ~~Mr.~~“Award”) ~~Pettit’s~~against ~~compensation~~the ~~arrangements,~~Company ~~which~~in ~~are~~a ~~described~~lawsuit in which the Company’s ~~definitive~~was ~~proxy~~named ~~statement~~as ona ~~Schedule~~co-defendant ~~14A,~~ filed ~~with~~in the ~~Securities~~Circuit ~~and~~Court ~~Exchange~~of ~~Commission~~the onCity ~~April~~of 9,St. ~~2024~~Louis, ~~have~~Missouri ~~been~~(the ~~made~~“Product Liability Matter”). The case related to a vehicle accident that resulted in ~~connection~~two fatalities following a rear-end collision by a passenger vehicle with ~~this~~a ~~transition~~tractor-trailer owned and operated by co-defendant GDS Express Inc. The Company believes that the compensatory damages will be covered by the Company’s insurance policies.

OnThe ~~August~~Company 19believes the verdict is not supported by the facts or the law. Among other things, ~~2024~~and despite precedent to the contrary, the ~~Company~~jury ~~announced~~was prevented from hearing critical evidence in the case, including that ~~Patrick~~the ~~Keslin~~driver’s ~~will~~blood ~~transition~~alcohol ~~from~~level was over the legal limit at the time of the accident. The fact that neither the driver nor his ~~role~~passenger aswas ~~Vice~~wearing ~~President~~a ~~Finance~~seatbelt towas ~~Chief~~also ~~Financial~~kept ~~Officer~~from the jury, ~~effective~~even onthough ~~September~~plaintiffs 1,argued ~~2024~~both would have survived a 55-mile-per-hour collision had the vehicle not broken through the trailer’s rear impact guard.

~~Mr.~~There ~~Keslin,~~will ~~age~~be ~~44,~~post-judgment ~~was~~proceedings ~~appointed~~before ~~Vice President Finance on September 4, 2022. He previously served as Senior Director of Business Finance from April 2019 to September 2022. Mr. Keslin joined~~ the ~~Company~~court inenters ~~2017 and has held~~ a ~~number~~final ~~of positions with increasing responsibility~~judgment, ~~including Director of Finance – Diversified Products Group~~ and ~~Senior Director of Finance – Commercial Trailer Products. Prior to his positions with~~ the Company, ~~from~~will ~~2001~~be toevaluating ~~2017,~~all ~~Mr.~~available ~~Keslin~~legal ~~held various positions in finance at Honeywell, including Director Finance at Honeywell UOP~~options. Mr. Keslin holds a Bachelor of Science in Business Finance from Indiana University – Kelley School of Business with a Minor in Mathematics. He also holds an MBA with concentrations in Finance, Accounting, Economics and Econometrics from the University of Chicago Booth School of Business. In November 2023, Mr. Keslin attended the Executive Program for Prospective CFOs at the University of Chicago Booth School of Business.

As a result of his appointment to Chief Financial Officer and effective as of September 1, 2024, Mr. Keslin’s base salary will be increased to $450,000 per year and his opportunity under the Company’s short-term incentive plan, called the Management Incentive Plan (“MIP”), will be increased to 80% of his base salary. The ~~grant~~ultimate ~~date~~outcome ~~value~~ of ~~Mr. Keslin’s long-term incentive (“LTI”) award for 2025 is expected to be $500,000. Mr. Keslin’s base salary, target MIP and target LTI rates will be reviewed annually by~~ the ~~Compensation~~Product ~~Committee~~Liability asMatter ~~part~~cannot of its annual process, which historically has included a comparison to the chief financial officer compensation of similar peer companies to assure market competitiveness. The material terms of the MIP and LTI plans (other than specific performance goals) are expected to be ~~consistent~~predicted with ~~the~~any ~~terms~~certainty ~~described~~and ~~with respect to~~ the ~~Company’s~~Award ~~2023~~could ~~MIP~~materially and ~~LTI~~adversely ~~plans~~affect in the Company’s ~~proxy~~financial ~~statement for its 2024 annual meeting filed with the Securities and Exchange Commission on April 9~~condition, ~~2024.~~results ~~Mr. Keslin does not have any family relationship with any director or executive officer~~ of ~~the~~operations ~~Company. Mr. Keslin was not selected pursuant to any arrangement or understanding between him~~ and ~~any~~cash ~~other person and there are no related party transactions between the Company and Mr~~flows. ~~Keslin reportable under Item 404(a) of Regulation S-K.~~

OnForward-Looking August 19, 2024, the Company announced that Dustin T. Smith will resign from his role as Senior Vice President, Chief Operating Officer, effective on September 1, 2024 (the “Transition Date”). Mr. Smith will remain employed by the Company in a consulting and transition capacity as Senior Advisor, to ensure a smooth transition of duties, until December 1, 2024 (the “Separation Date”). In his role as Senior Advisor, Mr. Smith will report to the Company’s Chief Executive Officer or the Chief Executive Officer’s designee. Mr. Smith’s resignation is not a result of any disagreements with the Company. Statements

InThis ~~connection~~Current ~~with~~Report Mron Form 8-K (“Current Report”) contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. ~~Smith~~Forward-looking statements convey the Company’s ~~separation,~~current heexpectations ~~has~~or ~~entered~~forecasts ~~into~~of afuture ~~Transition~~events. ~~Agreement~~All ~~with~~statements ~~the~~contained ~~Company~~in this Current Report other than statements of historical fact are forward-looking statements. These forward-looking statements include, ~~dated~~among ~~August~~other 19things, ~~2024~~all (statements regarding the ~~“Transition~~litigation ~~Agreement”).~~described ~~Mr.~~above, ~~Smith~~expectations isregarding ~~also~~insurance ~~currently~~coverage, athe ~~participant~~Company’s inassessment of litigation and any actions the Company may take in response to the jury’s ~~Executive~~findings ~~Severance~~and ~~Plan~~trial ~~(the~~court’s ~~“Plan”)~~judgment, including post-trial motions and appeals, and the impact of litigation on the Company’s ~~Change~~business inand ~~Control~~financial ~~Severance~~condition. ~~Pay~~These ~~Plan~~ and the Company’s other ~~incentive~~forward-looking ~~compensation~~statements are subject to certain risks and ~~employee~~uncertainties ~~benefit~~that ~~plans.~~could ~~Mr.~~cause ~~Smith’s~~actual ~~separation~~results to differ materially from ~~employment~~those ~~was~~implied aby ~~termination~~the ~~without~~forward-looking ~~cause~~statements. ~~for~~Without ~~purposes~~limitation, ofthese risks and uncertainties include outcomes with respect to the ~~Plan~~Product Liability Matter and the Award, asthe ahighly ~~result,~~cyclical henature isof ~~entitled~~our tobusiness, ~~receive~~uncertain economic conditions including the ~~severance~~possibility ~~benefits~~that ~~provided~~customer bydemand ~~the~~may ~~Plan~~not asmeet ~~described~~our inexpectations, ~~the~~our ~~Company’s~~backlog ~~definitive~~may ~~proxy~~not ~~statement~~reflect onfuture ~~Schedule~~sales ~~14A~~of our products, ~~filed~~increased ~~with~~competition, ~~the~~reliance ~~Securities~~on certain customers and ~~Exchange~~corporate ~~Commission~~partnerships, onrisks ~~April~~of 9customer pick-up delays, ~~2024.~~shortages ~~Under~~and costs of raw materials including the ~~terms~~impact of ~~the~~tariffs ~~Plan~~or other international trade developments, ~~Mr.~~risks ~~Smith~~in implementing and sustaining improvements in the Company’s ~~entitlement~~manufacturing tooperations ~~severance~~and iscost ~~conditioned~~containment, dependence on ~~his~~industry ~~execution~~trends and ~~non-revocation~~timing, supplier constraints, labor costs and availability, customer acceptance of aand ~~release~~reactions to pricing changes, costs of ~~claims~~indebtedness, and our ability to execute on ~~his~~our ~~compliance~~long-term ~~with~~strategic ~~restrictive~~plan. ~~covenants~~Readers ~~set~~should ~~forth~~review and consider the various disclosures made by the Company in this Current Report and in the ~~Plan~~Company’s reports to its stockholders and periodic reports on Forms 10-K and 10-Q.

The Transition Agreement provides for the following during the Transition Period (as defined in the Transition Agreement) in exchange for Mr. Smith’s execution of a general release of claims, as well as continued compliance with the covenants in the Transition Agreement: (1) continued base salary at an annual rate of $555,000, payable in accordance with the Company’s regular payroll practices; and (2) continued eligibility to receive the Pro-Rated Annual Incentive (as defined in the Plan) for 2024 calculated based on Mr. Smith’s service until the Separation Date, and which will continue to vest in all outstanding equity awards in accordance with their terms until the Separation Date. Mr. Smith will not receive any further grants of cash or equity incentive compensation during the Transition Period.

The foregoing descriptions of the Transition Agreement and the Plan are not complete and are in summary form only, and are qualified in their entirety by reference to the full text of the Transition Agreement and the Plan which are filed as Exhibit 10.1 and incorporated by reference as Exhibit 10.2, to this Current Report on Form 8-K, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.						Description
10.1						Transition Agreement between Wabash National Corporation and Dustin T. Smith, dated as of August 19, 2024*
10.2						Wabash National Corporation Executive Severance Plan (Incorporated by reference to the Registrant’s Form 8-K filed on December 16, 2015 (File No. 001-10883))*
104						Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

*Management contract or compensatory plan

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: August 19, 2024	By:	/s/ M. Kristin Glazner
Date: September 6, 2024	By:	/s/ M. Kristin Glazner
		M. Kristin Glazner
		Senior Vice President, Chief Administrative Officer, Corporate Secretary

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