UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


(Mark One)
☒			Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, ~~2023~~2024


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

For the transition period from ________ to ________

Commission File Number: 001-10883

WABASH NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		52-1375208
(State of Incorporation)		(IRS Employer Identification Number)

3900 McCarty Lane
Lafayette	Indiana	47905
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (765) 771-5310

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, $.01 Par Value

WNC

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.1D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, ~~2023~~2024 was approximately $1952,~~197~~007,~~022,220~~497 based upon the closing price of the Company’s common stock as quoted on the New York Stock Exchange composite tape on such date.

The number of shares outstanding of the registrant’s common stock as of February 1513, ~~2024~~2025 was 4542,~~085~~449,~~791~~835.

Part III of this Form 10-K incorporates by reference certain portions of the registrant’s Proxy Statement for its Annual Meeting of Stockholders to be filed within 120 days after December 31, ~~2023~~2024.

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WABASH NATIONAL CORPORATION

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, ~~2023~~2024

TABLE OF CONTENTS

		Page
PART I
Item 1	Business	5
Item 1A	Risk Factors	20
Item 1B	Unresolved Staff Comments	30
Item 1C	Cybersecurity	30
Item 2	Properties	3132
Item 3	Legal Proceedings	32
Item 4	Mine Safety Disclosures	3234
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3334
Item 6	[Reserved]	3435
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	5251
Item 8	Financial Statements and Supplementary Data	5352
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8987
Item 9A	Controls and Procedures	8988
Item 9B	Other Information	9190
Item 9C	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	9190
PART III
Item 10	Directors, Executive Officers and Corporate Governance	91
Item 11	Executive Compensation	91
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	91
Item 13	Certain Relationships and Related Transactions, and Director Independence	91
Item 14	Principal Accounting Fees and Services	91
PART IV
Item 15	Exhibits and Financial Statement Schedules	92
Item 16	Form 10-K Summary	92
SIGNATURES		94

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FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Annual 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:

▪~~demand~~risks ~~for~~related ~~our~~to ~~products~~the Missouri product liability action and the ~~sensitivity~~unfavorable jury verdict that could have a material adverse effect on our financial condition, results of ~~demand~~operations, tocash ~~economic~~flows ~~conditions~~and business;

▪the highly cyclical nature of our business and impact of economic conditions on markets, customers, and demand for our products;

▪economic weakness and its impact on the markets and customers we serve;

▪our backlog and indicators of the level of our future revenues;

▪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;

▪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;

▪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 ability to realize all of the expected enhanced revenue, earnings, and cash flow from our joint venture arrangement to create 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;

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▪~~provisions~~our ofability ~~our~~to ~~New~~meet ~~Senior~~environmental, ~~Notes~~social, ~~which~~and ~~could~~governance ~~discourage~~(“ESG”) ~~potential~~expectations ~~future~~or ~~acquisitions~~standards ofor usto byachieve aour ~~third~~ESG ~~party~~goals;

▪~~the~~provisions ~~risks~~of ~~related to restrictive covenants in~~ our ~~New~~ Senior Notes ~~indenture~~which ~~and~~could ~~Credit~~discourage ~~Agreement~~potential ~~(each,~~future asacquisitions ~~defined~~of ~~below),~~us ~~including~~by ~~limits~~a onthird ~~financial and operating flexibility~~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;

▪price and trading volume volatility of our common stock; 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 Annual Report. Each forward-looking statement contained in this Annual 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 Annual Report or to reflect the occurrence of unanticipated events, except as required by law.

Currently known risks and uncertainties that could cause actual results to differ materially from our expectations are described throughout this Annual Report, including in “Item 1A. Risk Factors.” We urge you to carefully review that section for a more complete discussion of the risks of an investment in our securities.

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PART I

ITEM 1—BUSINESS

Overview

Wabash National Corporation, which we refer to herein as “Wabash,” the “Company,” “us,” “we,” or “our,” is Changing How the World Reaches You®. Wabash was founded in 1985 and incorporated as a corporation in Delaware in 1991, with its principal executive offices in Lafayette, Indiana, as a dry van trailer manufacturer. Today we ~~are~~combine ~~the~~physical ~~visionary~~and ~~leader~~digital oftechnologies ~~connected~~to deliver innovative, end-to-end solutions ~~for~~that ~~the~~optimize supply chains across transportation, logistics, and ~~distribution~~infrastructure ~~industries~~markets.

To that end, we design and manufacture a diverse range of products supporting first-to-final mile operations, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels, and ~~products,~~specialty ~~transportation,~~food ~~logistics~~grade processing equipment. In addition, through the Wabash Marketplace and ~~distribution~~Wabash ~~industry~~Parts, customers gain access to a nationwide parts and ~~services~~service network, Trailers as a Service (TaaS)℠, and ~~specialty~~advanced ~~food~~tools ~~grade~~designed ~~processing~~to ~~equipment~~streamline operations and drive growth. We have achieved this diversification through acquisitions, organic growth, and product innovation.

We believe our position as a leader in our key industries is the result of longstanding relationships with our core customers, our demonstrated ability to attract new customers, our broad and innovative product lines, our engineering leadership, and our extensive ~~distribution~~dealer and ~~service~~preferred partner network. More importantly, we believe our leadership position is indicative of the Values and Leadership Principles that guide our actions.

At Wabash, ~~its~~it is our focus on people, purpose, and performance that drives us to do better. Our Purpose is to change how the world reaches you; our Vision is to be ~~the~~a ~~visionary~~premier ~~leader~~provider of ~~connected~~diverse solutions ~~for~~that ~~the~~optimize customers’ end-to-end supply chains across transportation, logistics, and ~~distribution~~infrastructure ~~industries;~~markets and our Mission is to ~~enable~~transform ~~our~~Wabash ~~customers~~into toa ~~succeed~~dynamic ~~with~~growth ~~breakthrough~~organization ~~ideas~~by merging physical and ~~solutions~~digital ~~that~~technology ~~help~~to ~~them~~seamlessly ~~move~~serve ~~everything~~our ~~from~~customers ~~first~~through toa ~~final~~connected ~~mile~~ecosystem of partners.

Our Values are the qualities that govern our critical leadership behaviors and accelerate our progress.

▪Be Curious: We will make bold choices and encourage creativity, collaboration and risk-taking to turn breakthrough ideas into reality.

▪Have a Growth Mindset: We will be resilient and capable of the change required to succeed in a world that does not stand still.

▪Create Remarkable Teams: We will create a workplace culture that allows individuals to be their best in order to retain and attract talent from diverse industries, geographies and backgrounds.

Our Leadership Principles are the behaviors that provide definition to our actions and bring our values to life.

▪Embrace Diversity and Inclusion: We solicit and respect the input of others, celebrate our differences and strive for transparency and inclusiveness.

▪Seek to Listen: We listen to our customers, partners, and each other to reach the best solutions and make the strongest decisions.

▪Always Learn: To model a growth mindset, we continue learning through every stage of our careers. We do not quit and we are not satisfied with the status quo.

▪Be Authentic: Employees who thrive at Wabash are honest, have incredible energy and demonstrate grit in everything they do.

▪Win Together: We collaborate, seek alignment and excel at cross-group communication to succeed as one team and One Wabash.

Rebranding

In January 2022, Wabash National Corporation and its portfolio of brands rebranded as Wabash® and began a significant shift in the Company’s go-to-market brand strategy. This marks a milestone in the Company’s transformation, following two years of accomplishments in our reorganization, new customer acquisition, and strategic growth as One Wabash. The rebrand is a reflection of our efforts and how we go-to-market with a powerful brand strategy designed to carry all of our legacy brands into the future.

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Wabash aims to be a visionary leader that drives the changing business of transport in ways that move the entire industry forward. We see a different future reality than our competition in the context of social, technological, and logistics changes, and we’ve chosen to go down a substantially different path to re-shape the industry and pull that future forward for our customers. We saw how logistics changes would disrupt the industry and result in customers buying from one source, in one way, from first to final mile. We saw the need to radically change how products are conceived and designed upfront in engineering with new technologies to make leap-frog improvements in quality and consistency. We had the foresight to develop and commercialize a new composite technology that can deliver breakthrough value to customers. Going forward, we see the need to expand connectivity from the source all the way to the home to ensure food safety versus myopically focusing on point solutions.

As of January 2022, we market nearly all products in our Transportation Solutions and Parts & Services segments as Wabash®. The Company will continue to market DuraPlate®, DuraPlateHD®, DuraPlate AeroSkirt®, and AeroSkirt CX®, as well as the new EcoNex™ Technology brand for our proprietary molded structural composite.

Wabash Management System

~~Our~~The Wabash Management System (“WMS”) is aour ~~set~~comprehensive ofapproach ~~principles~~to ~~and~~improving ~~standardized~~how ~~business~~we ~~processes~~work ~~for~~every ~~the~~day. ~~purpose~~It's ofa ~~achieving~~set ~~our~~of ~~strategic~~principles, ~~objectives.~~processes, ~~These~~and ~~principles~~tools ~~are~~designed ~~centered~~to ~~around~~help ~~lean~~us ~~thinking~~solve ~~and~~problems ~~state~~at ~~that~~their ~~lean~~root ~~application~~cause, ~~must~~reduce ~~extend~~waste, ~~across~~ and ~~throughout~~continuously improve our ~~entire~~operations. ~~enterprise,~~WMS ~~not~~isn't ~~only~~just ~~our~~about ~~manufacturing~~following ~~processes.~~procedures; Byit ~~codifying~~is ~~what~~about ~~makes~~cultivating ~~our~~a ~~company~~culture ~~great~~where everyone, from the ~~WMS~~shop ~~drives~~floor ~~focus~~to on the ~~interconnected~~office, ~~processes~~is ~~that~~empowered ~~are~~to ~~critical~~identify ~~for~~issues, ~~success~~suggest ~~across~~solutions, ~~our~~and ~~business~~make improvements. Our WMS isprinciples ~~based~~lead on"The ~~forward~~Way," ~~planning~~guiding ~~and~~our ~~continuous~~actions ~~capability~~and ~~evaluation~~decisions. asThese weprinciples ~~simultaneously~~are ~~drive~~supported ~~execution~~by disciplines and ~~breakthrough~~processes, ~~performance.~~which, ~~WMS~~in ~~requires~~turn, ~~everyone~~are toreinforced beby antools ~~active~~and ~~contributor~~capabilities. toCombined, ~~our~~these ~~enterprise-wide~~principles, ~~lean~~disciplines, ~~efforts~~processes, ~~and~~tools, ~~enables growth through innovation~~ and ~~industry~~capabilities ~~leading~~produce ~~customer~~breakthrough ~~satisfaction and alliances~~results. Our ~~WMS~~seven ~~principles~~key ~~underpin~~disciplines aninclude ~~ongoing~~the ~~improvement~~following: ~~cycle~~Strategic ~~that~~Deployment ~~includes~~Process, ~~Strategic~~Project ~~Planning~~Management, ~~and~~Change ~~Deployment~~Management, ~~Kaizen~~Problem-Solving, Digital, Functional Excellence and ~~Daily~~Enterprise ~~Management~~Processes. It is through ~~this~~these ~~set~~disciplines ~~of standards and thinking~~ that we create a “One Wabash” approach tofor our employees and customers, add new business capabilities, and enable profitable growth. WMS puts our culture into action through a Lean mindset and respect for all, inspiring every employee to actively contribute to our enterprise transformation.

InAfter ~~partnership~~many ~~with~~successful ~~Purdue~~years ~~University~~of facilitating our popular WMS Champion Training Program, ~~during~~it ~~2022~~became weclear ~~developed~~that athe ~~curriculum~~time ~~for~~had ~~WMS~~come ~~Facilitator~~to ~~and~~take ~~Coaching.~~things Weto ~~have~~the ~~hosted~~next ~~WMS~~level. ~~University~~While the Champion ~~training~~program ~~sessions~~provided ~~and~~a ~~have~~great ~~over~~introduction—a ~~225~~"taste" ~~graduates~~ of what the ~~program~~Wabash ~~while~~Management ~~continuing~~System has to ~~enhance~~offer—we ~~internally.~~recognized ~~Company-wide,~~the weneed ~~have~~for ~~frequent~~a ~~WMS~~more ~~communication~~robust and ~~engagement~~actionable ~~enhancement~~learning ~~sessions,~~experience. ~~including~~Something ~~lunch~~deeper. &Something ~~learn~~that ~~trainings.~~equips ~~Finally,~~every welearner ~~have~~with ~~developed~~the askills ~~strategic~~to ~~deployment~~not ~~process~~only ~~and~~understand ~~planning~~WMS ~~cycle~~but to truly apply it in ways that create lasting impact.

~~Our~~That’s ~~One~~why ~~Wabash~~we ~~organizational~~developed ~~structure~~a ~~enables~~new ~~long-term~~training ~~growth~~program ~~for~~designed ~~the~~to ~~Company~~focus ~~with~~on anthe ~~intense~~foundational ~~focus~~purpose onand ~~value~~principles ~~streams~~of WMS, ~~streamlined~~while ~~processes,~~also ~~product~~leading ~~innovation,~~learners ~~and~~through the basics of each discipline. This isn’t just about theory—it’s about giving employees a ~~consistent~~clear, ~~superior~~structured ~~experience~~pathway ~~for~~to ~~all~~mastery ~~customers~~in ~~who~~the ~~seek~~areas ~~our~~that ~~solutions~~will inbenefit the ~~transportation~~employees and Wabash. WMS University is built to provide real, ~~logistics~~actionable ~~and~~learning ~~distribution~~that ~~markets~~employees can utilize immediately. ~~The~~Through ~~value~~a ~~streams~~blend ~~leverage~~of online courses, structured learning paths, interactive virtual sessions, and hands-on in-person training, the ~~power~~learning ofcurriculum ~~our~~guides ~~processes~~employees tofrom ~~close~~grasping the ~~cycle~~fundamentals of ~~customer~~the ~~needs~~system to applying its disciplines, processes, and ~~customer~~tools ~~fulfillment~~in real-world scenarios. WMS University provides the resources and support employees need to gain the capability to succeed.

In 2022, in partnership with Purdue University, we developed a curriculum for WMS Facilitator training. Since that time, we have trained and certified over 200 facilitators as of December 2024. We have hosted numerous training sessions in 2024 and have over 300 practitioners for several of our disciplines. Company-wide, we have frequent WMS communication and engagement sessions, to keep the Wabash Management System at the forefront of everything we do.

Our One Wabash organizational structure enables long-term growth for the Company with an intense focus on value streams, streamlined processes, product innovation, and a consistent, superior experience for all customers who seek our solutions in the transportation, logistics and infrastructure markets. The value streams leverage the power of our processes to close the cycle of customer needs and customer fulfillment.

Operating Segments

~~The~~Based ~~One Wabash organizational transformation began during the first quarter of 2020 to better align resources and processes~~ on serving the customer and to enable long-term growth. In connection with the substantial completion of our One Wabash strategic initiatives, including organizational and structural changes as well as portfolio rationalization, beginning in September 2021 we realigned our operating and reportable segments based on how the Chief Operating Decision Maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance., ~~Based~~the onCompany ~~this~~manages ~~realignment,~~its webusiness ~~established~~in two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”)~~, and eliminated the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) segments~~. Additional information related to the composition of each segment, is set forth below.

Transportation Solutions									Parts & Services
■ Dry & Refrigerated Van Trailers									■ Aftermarket Parts & Services
■ Platform Trailers									■ Truck Body Upfitting Solutions
■ Tank Trailers & Truck-Mounted Tanks									■ Food, Dairy, and Beverage Equipment
■ Tank Trailers									■ Food, Dairy, and Beverage Equipment
■ Truck-Mounted Dry & Refrigerated Truck Bodies									■ DuraPlate® Components & Parts
■ EcoNex™ Trailers & Truck Bodies									■ Wabash Parts LLC and Linq Venture Holdings LLC (See Note 6 in the Notes to Consolidated Financial Statements)
									■ Trailers as a Service (TAAS)SM (See Additional Information Below)
									■ Trailers as a Service (TaaS)SM (See Additional Information Below)

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Transportation Solutions

The TS segment comprises the design and manufacturing operations for the Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and ~~our~~the Company’s wood flooring production facility~~, all of which were previously reported in the CTP segment~~. The Company’s EcoNex™ ~~Technology~~ products, ~~that~~which ~~were~~are ~~historically~~part ~~included~~of inthe ~~both~~Company’s ~~the~~Acutherm™ ~~CTP~~portfolio ~~and~~of ~~FMP~~solutions ~~segments~~designed for intelligent thermal management, are also reported in the TS segment. ~~In addition~~Additionally, the TS segment includes tank trailers and truck-mounted tanks ~~that were historically reported in the DPG segment~~. Finally, truck-mounted dry and refrigerated bodies, ~~and~~as well as service and stake bodies, ~~that were previously reported in the FMP segment~~ are also included in the TS segment. Refer to the “Products” section below for additional information and details related to the TS segment’s product offerings.

Parts & Services

The P&S segment iscomprises ~~comprised~~the ~~of each of our historical segments~~Company’s ~~parts~~Parts & ~~services~~Services ~~businesses~~business, as well as the ~~upfitting~~Upfitting Solutions and Services business (a component of our ~~truck~~Truck ~~bodies~~Bodies business). ~~In addition~~Additionally, ~~our~~the Company’s Composites ~~products~~business, which ~~are~~focuses ~~focused~~ on the use of DuraPlate® composite panels beyond the semi-trailer market, ~~are~~is also part of the P&S segment. This segment also includes the Wabash Parts LLC and Linq Venture Holdings LLC entities, ~~created~~which inwe ~~the~~created ~~second~~with ~~quarter~~our ofpartners ~~2022 and the fourth quarter of 2023, respectively,~~ as further described in Note 6 in the Notes to Consolidated Financial Statements. ~~Additionally,~~Our ~~the P&S segment includes our~~ Trailers as a Service (~~TAAS~~TaaS)SM ~~initiative~~initiatives, which ~~combines~~combine our market-leading trailer products with emerging capabilities like parts distribution and a growing maintenance and repair network ~~in order~~ to provide a valuable suite of services to our customers, are included in the P&S segment as well. Finally, the P&S segment includes the Company’s Engineered Products business, ~~including~~which manufactures stainless-steel storage tanks and silos, mixers, and processors for a variety of end markets. AsGrowing ~~disclosed throughout this Annual Report on Form 10-K for the year ended December 31, 2023, growing~~ and expanding our parts and services offerings iscontinues to be a key strategic initiative for usthe ~~moving forward~~Company. Refer to the “Products” section below for additional information and details related to the P&S segment’s product offerings.

Strategy

WeOur ~~are~~mission ~~the~~is ~~visionary~~to ~~leader~~transform ofWabash ~~connected~~into ~~solutions~~a ~~with~~dynamic ~~strong~~growth ~~customer~~organization ~~relationships~~by ~~across~~merging ~~the~~physical ~~first, middle,~~ and ~~final~~digital ~~mile~~technology ~~markets that will support profitable growth and provide adaptability~~ to ~~changes~~seamlessly inserve ~~the transportation, logistics, and distribution industries. We believe~~ our ~~One~~customers ~~Wabash~~through ~~organizational~~a ~~structure~~connected ~~and~~ecosystem ~~WMS~~of ~~are uniquely designed to achieve breakthrough customer value~~partners. ~~Our~~As TSa ~~and~~part ~~P&S~~of ~~segment~~this ~~structure~~mission, ~~aligns~~we ~~our~~will ~~resources~~focus ~~and processes~~ on ~~serving~~ the ~~customer,~~following ~~and our strategy is centered around our ability to scale core competencies by growing in and around core markets with known customers.~~areas:

~~COLD~~▪Expanding ~~CHAIN~~customer ■value ~~Capture~~through ~~opportunities~~focus inand ~~markets~~execution ~~driven by movement~~ of ~~goods~~our ~~through the temperature~~first-~~controlled~~to-final ~~cold~~mile ~~chain ■ Bring differentiated~~ solutions to- ~~create~~Our ~~customer value by leveraging innovative technology offerings, including product offerings, such as EcoNex™ LOGISTICS NETWORK EFFICIENCY ■ Pursue opportunities~~ first-to ~~capitalize on the changing logistics landscape, including the expected growth in power~~-~~only~~final ~~networks~~mile ■portfolio ~~Grow within the rapidly expanding home delivery market by augmenting truck body offerings with refreshed product offerings ■ Technology advancements are accelerating the disruption~~ of ~~traditional~~products ~~logistics~~creates ~~models~~simplicity ~~RECURRENT~~for ~~REVENUE~~customers ■managing ~~Pursue~~through ~~organic~~significant ~~growth~~industry ~~opportunities~~change ~~within parts distribution~~ and ~~truck~~we ~~body~~will ~~upfitting~~expand toour ~~become~~focus ~~a scalable and tech-enabled distribution platform~~ to ~~serve~~address ~~existing~~critical ~~and~~pain ~~new~~points ~~customers~~for ~~■ Connecting across the transportation ecosystem to facilitate interactions and leverage~~ our ~~brand ■ Unify historically disparate parts and services revenue streams to drive alignment and growth focus~~customers.

7▪Parts & Service growth - By growing our more recurring revenue business, we expect to achieve a larger base of less cyclical sales and profit to provide a more meaningful offset to the cycles we’ve historically seen in our Transportation Solutions business. A key part of this has been the ongoing development of our Wabash Parts joint venture with HTI, our Wabash Marketplace joint venture with Fernweh Group and the continued broadening of our Ecosystem, which includes customers, suppliers, dealers and technology partners. As these initiatives mature, they will allow us to better balance the cyclicality profile of our business portfolio and they will also transform how we deliver value to our customers.

~~Table~~▪Embedding ofadvanced ~~Contents~~digital capabilities to create differentiated customer experiences - This will enable us to offer innovative solutions that set us apart from the competition and will harness data-driven insights and automate processes.

~~Our~~▪Being ~~first~~an tointegrator ~~final~~of ~~mile~~a ~~portfolio~~growing ofecosystem ~~products~~to ~~creates~~accelerate ~~simplicity~~growth and increase value for customers ~~managing~~- ~~through~~The ~~significant~~continued ~~industry~~broadening ~~change.~~of Weour ~~believe~~Ecosystem ~~that~~allows ifWabash weto ~~are~~uniquely ~~successful~~engage inacross ~~focusing~~customers, onsuppliers, ~~each~~dealers ofand ~~these~~technology ~~strategic~~partners. By ~~initiatives,~~leveraging weour ~~will~~growing beecosystem ~~well-positioned~~ to ~~advance~~navigate ~~our~~shifts ~~commitment~~and toseize ~~deliver~~emerging ~~long-term~~opportunities, ~~profitable~~we’re ~~growth~~in ~~within~~the ~~each~~early innings of using our ~~reportable~~competencies ~~segments,~~as ~~support~~an ~~margin~~integrator ~~enhancement~~to ~~through~~develop ~~our~~innovative ~~One~~solutions ~~Wabash~~to ~~organization~~industry ~~and~~challenges. ~~WMS~~Our ~~mindset,~~goal ~~and~~across ~~successfully~~these ~~deliver~~ecosystem ~~value~~partnerships is to ~~our~~move ~~shareholders.~~beyond Intransactional ~~addition,~~relationships ~~leveraging~~to ~~our~~enable ~~dealer~~networks ~~and~~of ~~strategic~~stakeholders ~~account~~to ~~relationships~~co-create ~~will~~innovations ~~create~~larger ~~the~~than ~~scale~~any ofone aorganization ~~national~~could ~~service~~achieve ~~network~~alone.

~~During~~Our ~~2023,~~commitment ~~we partnered with Loadsmith and continued our partnership with FreightVana~~ to ~~support~~driving ~~our Trailers as a Service (“TAAS”)SM initiative. Our TAAS initiative combines our market~~customer-~~leading~~centric ~~trailer~~innovation ~~products with emerging capabilities like parts distribution~~ and abuilding ~~growing maintenance and repair network in order to provide~~ a ~~valuable~~dynamic ~~suite~~ecosystem of ~~services~~partners topositions ~~our~~us ~~customers and contribute~~ to ~~our~~deliver ~~growing~~profitable ~~base~~growth ofand ~~recurring~~adaptability ~~revenue~~ in ~~our~~an ~~Parts~~evolving &industry ~~Services operating segment~~landscape. ~~The~~By ~~amendment~~combining tophysical ~~our~~and ~~Revolving~~digital ~~Credit Agreement during the third quarter of 2022~~technologies, ~~supports~~we empower our ~~TAAS~~customers ~~offering~~to ~~with~~navigate ~~increased~~challenges ~~liquidity~~and ~~availability~~seize opportunities.

By continuing to be the visionary 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 value-added customer solutions. Optimizing our product portfolio, operations, and processes to enhance manufacturing efficiency and agility is expected to well-position the Company to drive margin expansion and reinforce our customer relationships.

Acquisition Strategy

We believe that our overall business and segments have significant opportunities to grow through disciplined strategic acquisitions. When evaluating acquisition targets, we generally look for opportunities that exhibit the following attributes:

▪Customer-focused solutions;

▪Access to new technology and innovation;

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▪Strong management team that is a cultural fit;

▪Aligned with our core competencies in purchasing, operations, distribution, and product development; and

▪Growth markets, whether end-markets or geographical, within the transportation, logistics, and distribution industries.

Capital Allocation Strategy

We believe that a balanced and disciplined capital allocation strategy is necessary to support our growth initiatives and create shareholder value. The objectives and goals of the Company’s capital allocation strategy are summarized below:

Maintain Liquidity: § Manage the business for the long-term § Continue to be equipped for changes in market conditions and strategic growth opportunities Debt Management: § Maintain healthy leverage ratios Reinvest for Growth: § Fund capital expenditures and research and development that optimize strategic capacity to support demand as well as support our productivity initiatives Dividends: § Maintain our regular dividend which has been paid for the last ~~seven~~eight consecutive years Share Repurchases: § Offset dilution from stock-based compensation § Opportunistically repurchase shares

Industry and Competition

Trucking in the U.S., according to the American Trucking Association (“ATA”), was estimated to be a $~~940.8~~906 billion industry in ~~2022~~2024, representing ~~approximately 81% of the total U.S. transportation industry revenue. From~~ a ~~financial~~decrease ~~(e.g., value) industry perspective, this represents an increase~~ of approximately ~~7.5~~4% from ATA’s ~~2021~~2023 estimate. ~~and~~Trailer demand is ~~consistent with the prior year as~~ a ~~percentage~~direct function of the ~~total~~amount ~~U.S.~~of ~~transportation~~freight ~~industry~~to ~~revenue~~be ~~(81%~~transported. inTo ~~both~~monitor ~~2022~~the ~~and~~state ~~2021).~~of ~~Furthermore~~the industry, ~~ATA~~we ~~estimates~~evaluate ~~that~~a ~~approximately~~number ~~72.6%~~ of ~~all~~indicators ~~domestic~~related ~~freight~~to ~~tonnage~~trailer inmanufacturing ~~2022 was carried by trucks,~~ and ~~327.5~~the ~~billion~~transportation ~~miles were traveled by registered trucks in 2021~~industry. ~~Trailer~~Recent ~~demand~~trends iswe ahave ~~direct~~observed ~~function~~include of the ~~amount of freight to be transported.~~ following:

8The most recent estimates from industry forecasters ACT Research Co. (“ACT”) and FTR Associates (“FTR”) indicate total United States trailer production levels for 2024 of approximately 235,000 and 224,000, respectively, which represents a decrease of approximately 26.1% and 28.7%, respectively, from 2023 production levels.

~~Table~~Current estimates from ACT and FTR for 2025 United States trailer production are 217,000 and 234,000, respectively, representing a decrease of ~~Contents~~approximately 7.7% and an increase of 4.5%, respectively, versus 2024. These estimates are generally in-line with our expectations as trailer manufacturers manage a continued softening of 2025 demand compared to previous years.

~~Transportation~~ACT inis ~~the~~forecasting ~~U.S.,~~annual ~~including~~new ~~trucking,~~trailer isproduction alevels ~~cyclical~~for ~~industry~~2026, ~~that~~2027, ~~has~~2028, ~~experienced~~and ~~three~~2029 ~~cycles~~of ~~over~~approximately ~~the~~255,000, ~~last~~302,000, 20307,000, ~~years~~and 289,000, respectively. In ~~each~~addition, ofFTR ~~the~~is ~~last~~forecasting ~~three~~annual ~~cycles~~new ~~the~~trailer ~~decline~~production inlevels ~~freight~~of ~~tonnage~~280,000 ~~preceded~~in ~~the general U~~2026.S. ~~economic~~These ~~downturn~~estimates ~~and~~are ~~the recovery has~~ generally ~~preceded~~more ~~that~~consistent ofwith ~~the~~historical ~~economy as a whole. The~~ trailer industry ~~generally~~production ~~follows the transportation industry~~levels, ~~experiencing~~and ~~cycles~~ in ~~the~~some ~~early~~years ~~and~~higher ~~late~~than ~~90’s~~historical ~~lasting~~production ~~approximately 58 and 67 months, respectively~~levels. ~~Truck freight tonnage~~However, ~~according~~overall toeconomic ~~ATA~~uncertainty ~~statistics,~~and ~~started~~softening ~~declining~~demand ~~year-over-year~~ in ~~2006~~the ~~and~~industry ~~remained~~for atcertain ~~depressed~~of ~~levels~~our ~~through~~products ~~2009,~~could ~~when~~continue ~~the~~to ~~most~~impact ~~recent~~these ~~cycle concluded~~estimates. ~~After~~This ~~three~~uncertainty ~~consecutive~~and ~~years~~softening ~~with~~are ~~total~~evident ~~trailer~~in ~~demand~~the ~~well~~ACT ~~below~~and ~~normal~~FTR ~~replacement~~forecasts, ~~demand~~particularly ~~levels~~for ~~estimated~~2025 toproduction. ~~be approximately 220~~However,~~000~~ ~~trailers,~~we ~~the~~believe ~~period~~that ~~ending~~our ~~December~~strategic ~~31,~~plan ~~2019~~and ~~demonstrated~~actions ~~six~~taken ~~consecutive~~over ~~years~~the oflast ~~healthy~~several ~~demand~~years inhave ~~which~~positioned ~~there~~us ~~were~~to ~~total~~remain ~~trailer~~well-suited ~~shipments~~to ofadapt ~~approximately~~to ~~269,000,~~changes ~~308,000,~~in ~~286,000,~~the ~~288,000,~~industry ~~323,000,~~ and ~~328,000~~demand ~~for~~environment ~~the~~due ~~years~~to ~~ending~~our ~~2014,~~strong ~~2015,~~balance ~~2016~~sheet, ~~2017,~~liquidity ~~2018~~profile, and ~~2019, respectively~~diversification. ~~Since~~Additional ~~2020’s~~discussion ~~decrease~~and inanalysis ~~trailer~~is ~~production~~included ~~(during~~under the ~~worst~~section ~~part~~titled of"Industry ~~the~~Trends" ~~COVID-19~~included ~~pandemic)~~within toPart ~~approximately 206~~II,~~000~~ ~~trailer~~Item ~~shipments that year~~7, ~~according~~"Management's toDiscussion ~~ATA,~~and ~~trailer~~Analysis ~~production~~of ~~has~~Financial ~~rebounded~~Condition inand ~~2022~~Results ~~and~~of ~~2023~~Operations" toof ~~levels~~this ~~seen~~Annual inReport ~~the~~on ~~previous~~Form ~~decade~~10-K.

According to ACT Research Company (“ACT”) and FTR Associates (“FTR”), total U.S. trailer production in 2022 was approximately 308,000 trailers. ACT and FTR estimate 2023 production to be approximately 311,000 and 322,000 trailers, respectively. This represents an increase of approximately 1% and 4.4%, respectively from 2022. The current estimates from ACT and FTR for 2024 for United States trailer production is 254,000 and 240,000, respectively which is 18.2% and 25.5% below 2023 production estimates. This is indicative of a freight market downcycle that has taken shape since the middle of 2022, when the industry saw freight volumes and average truckload spot rates fall relatively quickly. Although these challenging conditions are expected to continue into 2024 and may impact future trailer production, it appears the industry is at a cycle bottom and waiting for freight volumes to recover. Additional discussion and analysis is included under the section titled "Industry Trends" included within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K.

Trailer manufacturers compete primarily through the quality of their products, customer relationships, innovative technology, and price. We have observed others in the industry also pursue the development and use of composite sidewalls that compete directly with our DuraPlate® products. Our product development is focused on maintaining a leading position with respect to these products and on development of new products and markets, leveraging products across our segments such as EcoNexTM Technology, as well as our expertise in the engineering and design of customized products.

The tank trailers component of our Transportation Solutions segment and the engineered products component of our Parts & Services segment, in most cases, participate in markets different from our historical core van and platform trailer product offerings. The customers and end markets that these components serve are broader and more diverse than the van and platform trailer industries, including the dairy, food and beverage, pharmaceutical, chemical, craft brewing, biotech, and specialty vehicle markets. In addition, our diversification efforts pertain to new and emerging markets and many of the products are driven by regulatory requirements or, in most cases, customer-specific needs.

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The truck body component of our Transportation Solutions segment competes in the specialized vehicle industry, whereby there are only a few national competitors and many smaller, regional companies. Competitive factors include quality of product, lead times, geographic proximity to customers, and the ability to manufacture a product customized to customer specifications. With our national presence, diverse product offerings, and One Wabash approach to customer relationships, we believe that we are well positioned to meet the competitive challenges presented. In addition, a growing part of the truck body product line is directly aligned with our trailer customers.

Human Capital Resources and Management

As of December 31, ~~2023~~2024, we had approximately 6,~~700~~000 ~~full-time~~Wabash employees. Throughout ~~2023~~2024, essentially all of our active employees were non-union. Our temporary employees represented less than 1% of our overall production workforce as of December 31, ~~2023~~2024.

We believe our commitment to our human capital resources is key to our mission, ~~to enable our customers to succeed with breakthrough ideas~~ and ~~solutions that help them move everything from first to final mile. In addition,~~ our ~~human~~people ~~capital resources~~ are at the core of our Values and Leadership Principles. The Company’s executives (the “Senior Leadership Team”), including the President and Chief Executive Officer, are responsible for developing and executing the Company’s human capital strategy. This includes the attraction, acquisition, development, and engagement of talent to deliver on the Company’s strategy and the design of employee compensation and benefits programs. The Senior Leadership Team is also responsible for developing and integrating the Company’s diversity and inclusion roadmap. In addition, regular updates are provided to the Company’s Board of Directors and its committees on the operation and status of human capital trends and activities. Key areas of focus for the Company include:

•Employee Engagement – We define engagement as a deep connection and sense of purpose at work that creates extra energy and commitment. Our goal is to engineer a winning culture that is designed to execute the Company’s strategic plan. Over the long-term, we seek better outcomes from having a highly engaged and values-aligned workforce, including higher retention, higher productivity, better customer satisfaction, better quality, and better safety. We provide all employees with the opportunity to share their opinions and feedback on our culture through a voluntary annual employee engagement assessment where all employees are encouraged to participate. Results are measured and analyzed to enhance the employee experience, promote employee retention, drive positive change, and leverage the overall success of our organization.

Targeted learning and development opportunities are also created through external partnerships, including special development programs for front line leaders (with over 500 trained since the program began in 2022), as well as focused executive development across a variety of topics. Full-time Wabash employees can pursue various courses, undergraduate and graduate degree programs, or relevant certifications at an accredited college or university without added financial burden by using our Accelerator tuition reimbursement program. We provide all employees a wide range of professional development experiences, both formal and informal, at all stages in their careers. In addition, Wabash employees and dependents of employees are eligible for a variety of scholarships offered by Wabash and the industry associations to which we belong. We support the youth in our communities through program funding, training programs, internships, co-ops, and our emerging leadership development programs.

▪Focus on Safety – At Wabash, safety is our first priority. We prioritize the safety of our employees, our customers, and our communities. We demonstrate our commitment to safety by investing in innovations that help protect people who operate our equipment. In addition, we partner with other manufacturers in the industry to further promote safety by sharing best practices and ideas for implementing higher standards.

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~~•Employee Engagement –~~ We ~~define~~continually ~~engagement~~focus ason areducing ~~deep~~the ~~connection~~frequency and ~~sense~~severity of ~~purpose~~workplace atinjuries ~~work~~and ~~that~~improving ~~creates~~the ~~extra~~workplace ~~energy~~environment ~~and~~for ~~commitment~~our employees. ~~Our~~We ~~goal~~provide isongoing tosafety ~~engineer~~training aand ~~winning~~development ~~culture~~at ~~that~~our isproduction facilities, which are designed to ~~execute~~educate ~~the~~and ~~Company’s~~empower ~~strategic~~our ~~plan.~~employees ~~Over~~with the ~~long-term,~~knowledge weand ~~seek~~tools ~~better~~necessary ~~outcomes~~to ~~from~~make ~~having~~safe achoices ~~highly~~and ~~engaged~~mitigate risks. Our employees are encouraged and ~~values~~expected to identify safety opportunities and report near-~~aligned~~misses ~~workforce,~~through ~~including~~our ~~higher~~safety ~~retention,~~good ~~higher~~catch ~~productivity,~~program. ~~better~~The ~~customer~~Company ~~satisfaction,~~utilizes ~~better~~a ~~quality,~~mixture of leading and ~~better~~lagging indicators to assess the health and safety performance of its operations. We ~~provide~~measure ~~all~~OSHA ~~employees~~Total ~~with~~Recordable ~~the~~Incident ~~opportunity~~Rate to(“TRIR”), ~~share~~which ~~their~~in ~~opinions~~2024, ~~and~~was ~~feedback~~5.5. onWe also measure our ~~culture~~Blueprint ~~through~~for Excellence, which assesses a ~~voluntary~~facility’s ~~annual~~overall ~~employee~~safety ~~engagement~~program ~~assessment~~and ~~where~~identifies ~~all~~key ~~employees~~areas ~~are~~of ~~encouraged~~improvement. toThe ~~participate~~“Blueprint” is one of our leading indicators that helps our plants proactively measure their safety culture. ~~Results~~Wabash ~~are~~utilizes ~~measured~~a ~~and~~software ~~analyzed~~platform (Ideagen) to ~~enhance~~strategically ~~the~~mitigate ~~employee~~safety ~~experience,~~risks ~~promote~~by ~~employee~~understanding ~~retention,~~historical ~~drive~~data ~~positive~~and ~~change,~~driving ~~and~~business ~~leverage~~decisions ~~the~~based ~~overall~~on ~~success~~actionable ofinsights ~~our~~and ~~organization~~advanced analytics.

▪Talent Development – One of our Company values is Always Learn. We put that into practice by offering our own welding and skills training courses, self-directed learning modules and an executive leadership development program at no cost to employees. Additionally, we host a wide variety of learning and development opportunities through our custom-tailored Learning Management System — Wabash U. Our employees have access through an online portal to thousands of self-directed and instructor-led courses on a variety of professional development topics. Our employees also have access to WMS University (“WMS U”), which was developed and accredited by Purdue University’s Dauch Center for the Management of Manufacturing Enterprises and TP3 Institute for smart manufacturing. WMS U teaches participants about our WMS systems and tools in our lean enterprise, the goal of which is to equip our employees with the knowledge to live WMS principles every day. There are over 225 graduates to date from our WMS U programs. Finally, in partnership with Purdue University, we developed curriculum for WMS Facilitator and Coaching training, which was launched during the first quarter of 2022.

Targeted learning and development opportunities are also created through external partnerships, including special development programs for front line leaders (with over 400 trained since the program began in 2022), as well as focused executive development across a variety of topics. Full-time Wabash employees can pursue various courses, undergraduate and graduate degree programs, or relevant certifications at an accredited college or university without added financial burden by using our Accelerator tuition reimbursement program. We provide all employees a wide range of professional development experiences, both formal and informal, at all stages in their careers. In addition, Wabash employees and dependents of employees are eligible for a variety of scholarships offered by Wabash and the industry associations to which we belong. We support the youth in our communities through program funding, training programs, internships, co-ops, and our emerging leadership development programs. We also sponsor youth clubs in our communities, including robotics clubs, STEM programs, and the Purdue University’s Women in Engineering Program. In 2023, we awarded 12 high school graduates with Wabash scholarships totaling $60,000.

▪Focus on Safety – At Wabash, safety is our first priority. We prioritize the safety of our employees, our customers, and our communities. We demonstrate this core value by working on innovations to protect the people who operate our equipment. In addition, we partner with other manufacturers in the industry to further promote safety by sharing best practices and ideas for implementing higher standards.

We continually focus on reducing the severity and frequency of workplace injuries to create a safe environment for our employees. We provide ongoing safety training and development at our production facilities, which are designed to focus on empowering our employees with the knowledge and tools they need to make safe choices and to mitigate risks. Our employees are encouraged to identify safety opportunities and report near-misses through our safety good catch program. The Company utilizes a mixture of leading and lagging indicators to assess the health and safety performance of its operations. For example, a lagging indicator includes the OSHA Total Recordable Incident Rate (“TRIR”). TRIR in 2023 was 4.32, which is one of the Company’s best-ever years for TRIR performance. A leading metric we use is scoring from our Blueprint for Excellence, which assesses a facility’s overall safety program and identifies key areas of improvement. Wabash utilizes a software platform to proactively mitigate safety risks by driving business decisions based on actionable insights and advanced analytics. We continue to encourage reporting of near-miss incidents and track near-misses enterprise-wide.

Our safety awards include:

◦2023 Truck Trailer Manufacturers Association Plant Safety Awards (Cadiz, Kentucky, and San José Iturbide, Guanajuato, Mexico)

◦2022 Truck Trailer Manufacturers Association Plant Safety Awards (Fond du Lac, WI, and New Lisbon, WI)

◦2021 Truck Trailer Manufacturers Association Plant Safety Awards (Little Falls, MN, and San José Iturbide, Guanajuato, Mexico)

◦2020 Truck Trailer Manufacturers Association Plant Safety Awards (Fond du Lac, WI, and San José Iturbide, Guanajuato, Mexico)

◦2019 Truck Trailer Manufacturers Association Plant Safety Award (New Lisbon, WI)

◦2018 Truck Trailer Manufacturers Association Plant Safety Award (San José Iturbide, Guanajuato, Mexico)

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◦2017 Kentucky Governor’s Safety and Health Award (Cadiz, KY)

◦2016 Truck Trailer Manufacturers Association Plant Safety Awards (New Lisbon, WI, and San José Iturbide, Guanajuato, Mexico)

~~◦2015~~▪Health ~~Truck~~and ~~Trailer~~Wellness ~~Manufacturers~~– ~~Association~~The ~~Plant~~well-being ~~Safety~~of ~~Awards~~our ~~(New~~employees ~~Lisbon~~is vital to our success. We offer a range of innovative, ~~WI)~~flexible and convenient programs aimed at supporting our employees’ holistic well-being. These programs provide tools and resources to help employees on their healthcare journey fostering engagement in beneficial, well-being-focused behaviors.

▪~~Health~~Diversity and ~~Wellness~~Inclusion – ~~The~~Wabash ~~health~~is committed to having a workforce that is diverse and ~~wellness~~embraces inclusion at all levels, reflecting the diversity of our ~~employees~~customers isand ~~critical~~the varied environments in which we conduct business around the globe. Recognizing, valuing, and fully leveraging our different perspectives and backgrounds to achieve our ~~success~~business goals demonstrates our inclusive culture and is part of our Leadership Principles (“Embrace Diversity and Inclusion”). We ~~provide~~need inclusion and diversity to achieve our ~~employees~~targeted ~~with~~business ~~access~~results toand fulfill our vision of being a ~~variety~~premier provider of ~~innovative,~~diverse ~~flexible,~~solutions ~~and~~that ~~convenient~~optimize ~~health~~customers’ end-to-end supply chains across transportation, logistics and ~~wellness~~infrastructure ~~programs~~markets. ~~Such~~Openness ~~programs~~to ~~are~~diversity ~~designed~~widens our access to ~~support~~the ~~employees'~~best ~~physical~~talent, and ~~mental~~inclusion ~~health~~allows byus ~~providing~~to ~~tools~~engage ~~and~~that ~~resources~~talent tofully. ~~help~~In ~~them~~addition, ~~improve~~we orplace ~~maintain~~special ~~their~~focus ~~health~~on ~~status~~preventing pay imbalances among genders, including proactive adjustments to pay, titles, and/or ~~encourage~~benefits ~~engagement~~to inprevent ~~healthy~~gender ~~behaviors~~pay gaps.

~~▪Diversity~~In ~~and Inclusion – Wabash is committed to having a workforce that is diverse and embraces inclusion at all levels~~2024, ~~reflecting~~61% ~~the diversity~~ of our ~~customers~~total ~~and~~hourly ~~the~~hires ~~varied~~were ~~environments~~women inand/or ~~which we conduct business around the globe. Recognizing~~minorities, ~~valuing,~~ and ~~fully~~54% ~~leveraging our different perspectives and backgrounds to achieve our business goals demonstrate our inclusive culture and are part~~ of ~~our~~total ~~Leadership~~salaried ~~Principles~~hires ~~(“Embrace~~in ~~Diversity~~2024 ~~and~~were ~~Inclusion”).~~women ~~We need inclusion~~ and diversity to achieve our targeted business results and fulfill our vision of being the visionary leader of connected solutions for the transportation, logistics and distribution industries. Openness to diversity widens our access to the best talent, and inclusion allows us to engage that talent fully. In addition, we place special focus on preventing pay imbalances among genders, including proactive adjustments to pay, titles, and/or ~~benefits to prevent gender pay gaps~~minorities.

In▪Compensation ~~2023~~and Benefits – At Wabash, ~~66%~~we ofare ~~our~~redefining total ~~hourly~~compensation ~~hires~~and ~~were~~benefits ~~women~~into ~~and/or~~a ~~minorities~~holistic compensation, benefits and ~~47%~~well-being ofoffering ~~total~~with ~~salaried~~a ~~hires~~forward-thinking approach that sets us apart. We do not just aim for market competitiveness—we lead with innovation ensuring our employees are rewarded not only fairly but in ~~2023~~ways ~~were~~that ~~women~~inspire growth and~~/or~~ ~~minorities~~performance. Our commitment to equity, excellence and future-focused solutions drives everything we do creating a workplace where our employees thrive and accomplishments are shared. The holistic compensation philosophy is designed to:

~~▪Compensation~~◦Attract and ~~Benefits~~retain –talent ~~Wabash~~by isoffering ~~committed to providing a comprehensive total compensation and benefits program that is~~ competitive ~~within~~pay ~~the~~to ~~local~~attract ~~market~~skilled asemployees ~~well~~essential asfor the industries we serve. Our compensation and benefits program not only ensures external market competitiveness and internal equity, but it also maintains a strong emphasis on performance. The tenets of our ~~compensation philosophy are:~~growth.

◦~~Compensation~~Reward isperformance ~~calibrated~~by torecognizing ~~market~~and toincentivizing ~~facilitate~~contributions ~~access~~that drive the Company’s success with transparency to ~~and~~each ~~retain~~piece ~~needed~~of ~~talent~~an employee’s compensation.

~~◦Compensation design is transparent to help employees clearly understand all components of their compensation.~~10

◦Compensation is connected to individual performance and, in some cases, performance of the organization.

◦Compensation enables purpose by being connected to the Company’s values and leadership principles.

In addition to salaries, these programs can include annual bonuses, stock-based compensation awards, a 401(k) plan and non-qualified deferred compensation plan with employee matching opportunities, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, flexible work schedules, safety shoe and prescription safety glass programs, an employee assistance program, and tuition assistance, among many others.

▪Community Involvement – Wabash’s charitable giving program combines volunteer work with financial support to make a meaningful, lasting impact on our communities. We actively partner with nonprofit groups and projects to donate time, needed materials and financial resources to support the communities where we live and work. We place special emphasis on combating food insecurity in our communities, as well as supporting children and veterans. We believe that enriching the lives of those around us is a powerful investment in our future. Involvement in our communities is unique to our various locations. During 2022, we announced a national partnership to help end food insecurity with Feeding America®, the nation’s largest domestic hunger-relief organization. Through this partnership, Wabash has donated $150,000 annually in support of mobile food pantries and freight subsidies, which are crucial to increasing the distribution of fresh and healthy food in vulnerable communities. This national partnership is an expansion of the work Wabash has done over the past 20 years on a local level with various Feeding America member food banks.

In 2023, Wabash donated more than $755,000 through corporate gifts, local charitable sponsorships and employee donations to nonprofit organizations. Our charitable contributions included gifts to Feeding America, Fisher House, United Way, Cystic Fibrosis Foundation, Junior Achievement, National Alliance on Mental Illness, Gary Sinise Foundation, Boys and Girls Club, Humane Society, Habitat for Humanity, Mental Health America, Wreaths Across America, Special Olympics, YWCA, Boys Scouts of America, and more. In addition to these organizations, we also supported local schools across the country with robotics clubs, weld programs, career development, food bank backpack programs, youth sports, music enrichment programs, and more.

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We◦Align ~~also~~outcomes ~~run~~by alinking ~~Day~~compensation ~~of Giving program, which allows all full-time employees the opportunity~~ to ~~volunteer~~our ~~one~~values ~~scheduled~~and ~~workday~~leadership ~~each~~principles ~~calendar~~alongside ~~year. In 2023, around 10% of the~~ Company's workforce dedicated over 5,000 hours of volunteer work, actively supporting local food banks, homeless shelters, veteran services agencies, environmental conservation programs, local schools’ leadership and ~~career~~individual ~~readiness~~performance ~~activities,~~to ~~Junior Achievement, Salvation Army, YWCA, local animal shelters, Wreaths Across America, youth athletics, art programs,~~ foster ~~child~~shared ~~agencies, programs to support people with disabilities, and more~~achievements.

In addition, other programs can include annual bonuses, stock-based compensation awards, a 401(k) plan and non-qualified deferred compensation plan with employee matching opportunities, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, adoption assistance, paid family leave, family care resources, flexible work schedules, safety shoe and prescription safety glass programs, an employee assistance program, and tuition assistance, among many others.

▪Community Involvement – Wabash's Community Impact program combines volunteer work with financial support to make a meaningful, long-lasting impact in our communities. We actively partner with nonprofit organizations on projects to donate time, materials and financial resources to support our communities where we live and work. We believe that enriching the lives of those around us is a powerful investment in our future. The Wabash community impact initiatives target support to programs under three key pillars: youth advocacy, veteran and military family and food insecurity.

In 2024, Wabash donated more than $550,000 to nonprofit organizations through corporate gifts, in-kind donations, local charitable sponsorships and employee donations. Our charitable contributions included gifts to K9s for Warriors, Junior Achievement, National Alliance on Mental Illness, Gary Sinise Foundation, Boys and Girls Club, United Way, Fisher House, CASAs for kids, Humane Society, Hope for Warriors, Habitat for Humanity, Feeding America, Veterans Assistance Foundation, Mental Health America, Wreaths Across America, Special Olympics, Soldiers Point, Big Brothers Big Sisters, Scouts of America, Salute the Troops, YWCA and more. In addition to these amazing organizations, we also supported local schools’ programs across the country with robotics clubs, weld programs, career development programs, food bank backpack programs, youth sports, music enrichment programs and more.

Our charitable giving efforts provided us with the opportunity to have meaningful impacts on the world around us in 2024. We were privileged to partner with organizations on some new and exciting projects. In Wisconsin, we started a new program with the Veteran’s Assistance Foundation to provide beds to newly housed veterans who were experiencing homelessness. In Southern California, we helped fund a smart home for a disabled veteran with the Gary Sinise Foundation. In Indiana, we funded the holiday backpack program for the entire Tippecanoe County School Corporation with Food Finders.

Wabash encourages all employees to become involved in their communities. Our Day of Giving program supports our philanthropic goals by allowing all full-time employees up to one scheduled workday of paid time each calendar year to participate in a volunteer activity of their choosing. In an effort to empower our employees to be active agents of positive change in our communities, Wabash organized over 90 Day of Giving events exclusively for our employees to give back with their time.

In 2024, around 20% of the company's workforce dedicated over 7,300 hours of volunteer work, actively supporting local food banks, homeless shelters, veteran services agencies, environmental conservation programs, local schools’ leadership and career readiness activities, Junior Achievement, Salvation Army, YWCA, local animal shelters, Wreaths Across America, youth athletics, art programs, foster child agencies, programs to support people with disabilities and more.

In addition to our donations and volunteer efforts, we have also hosted numerous onsite events to support local youth, food insecurity projects, the United Way and a veterans’ event. Wabash processed over 49,000 pounds of food for distribution, wrapped over 600 holiday gifts for kids, and assembled 140 bears for military kids.

Wabash is committed to continuing its mission to positively impact the world, and we will continue to drive initiatives to give back and deliver purposeful improvements in our communities.

Our annual Corporate Responsibility Report is available on our website (ir.onewabash.com) and references the ongoing environmental, social, and governance (ESG) initiatives that demonstrate our commitment to sustainability and social responsibility. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual Report on Form 10-K unless expressly noted.

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Competitive Strengths

We believe our core competitive strengths include, but are not limited to:

▪Long-Term Core Customer Relationships – We are the leading provider of trailers to a significant number of top tier trucking companies, generating a revenue base that has helped to sustain us as one of the market leaders. Our van products are preferred by many of the industry’s leading carriers. We are also a leading provider of liquid-transportation systems and engineered products and we have a strong customer base, consisting of mostly private fleets, and have earned a leading market position across many of the markets we serve. In addition, we are a leading manufacturer of truck bodies, and we have a strong customer base of large national fleet leasing companies and large retailers. Our competitive strength related to long-term core customer relationships is evidenced by our multi-year order agreement with J.B. Hunt Transport Inc., which we announced in January 2023.

▪Technology and Innovation – We continue to be recognized by the trucking industry as a leader in developing technology to provide value-added solutions for our customers that reduce trailer operating costs, improve revenue opportunities, and solve unique transportation problems. Throughout our history, we have been and we expect to continue to be a leading innovator in the design and production of ~~trailers~~transportation ~~and related~~ products. We have commercialized and launched DuraPlate® Cell Core, a modified DuraPlate® panel that reduces the weight of a conventional 53 foot DuraPlate® trailer by 300 pounds without compromising strength or durability. Our refrigerated ~~van~~ offerings now include EcoNexTM Technology, which is under our ~~recently introduced~~ AcuthermTM portfolio of solutions designed for intelligent thermal management. ~~In connection with our Cold Chain strategic initiative, a refrigerated trailer with~~ EcoNexTM Technology provides up to 2825% improvement in thermal performance ~~over~~and ~~Wabash’s~~up ~~conventional~~to ~~ArcticLite®~~200 ~~refrigerated~~lbs ~~trailer,~~in ~~and~~weight issavings ~~being~~over ~~engineered~~Wabash’s toconventional berefrigerated ~~lighter~~truck ~~with greater strength and durability~~body. This translates into lower lifetime operational costs and more conscious use of resources. In August 2022, we announced a $20 million investment to be made in our manufacturing capacity to scale our EcoNexTM technology within refrigerated ~~vans,~~offerings ~~truck bodies,~~ and other transportation and logistics related products. Additionally, The Kroger Company continues to a be a large Wabash customer since placing an initial order for more than $10 million in 2021 of refrigerated home delivery vehicles with EcoNexTM Technology.

~~During~~Since December 2021, we ~~received~~have partnered with Purdue University to accelerate the ~~2021~~Company’s ~~Indiana~~speed ~~Manufacturers~~to ~~Association~~market with proprietary, innovative products. The partnership connects Wabash to Purdue’s ~~Manufacturing~~Office ~~Excellence~~of ~~Award~~Industry ~~for~~Partnerships, ~~Innovation~~allowing ~~for~~us ~~our~~to ~~EcoNexTM~~leverage ~~Technology.~~Purdue WeUniversity’s ~~are~~resources ~~leveraging~~to ~~this~~deliver ~~innovative~~new ~~technology~~and inimproved ~~other~~sustainability-focused ~~facets~~solutions ofto ~~our~~the ~~business~~transportation, ~~such~~logistics, asand ~~the~~distribution ~~final~~industries. ~~mile~~For example, in 2024 we announced a research and ~~home~~development ~~delivery~~project ~~space~~to investigate an experimental trailer that recaptures its own electricity from vibrations, heat and airflow.

~~Since~~In ~~December~~addition, ~~2021~~Wabash wewas ~~have~~selected ~~partnered~~to ~~with~~receive ~~Purdue~~a ~~University~~$1.6 tomillion ~~accelerate~~grant award from the ~~Company’s~~U.S. ~~speed~~Department of Energy Solar Energy Technologies Office (SETO) to ~~market~~support ~~with~~a ~~proprietary,~~research ~~innovative~~and ~~products~~development project aimed at decarbonizing the commercial transportation industry. The ~~partnership~~three-year ~~connects~~project, ~~Wabash~~set to ~~Purdue~~begin in 2025 in partnership with the University of Delaware’s ~~Office~~Center offor ~~Industry~~Composite ~~Partnerships~~Materials, ~~allowing~~focuses uson tointegrating ~~leverage~~high-efficiency ~~Purdue~~solar ~~University’s~~energy ~~resources~~into torefrigerated ~~deliver~~trailers ~~new~~ and ~~improved~~truck ~~sustainability-focused~~bodies. ~~solutions~~This toinnovation ~~the~~will play a pivotal role in making zero-emission mid-mile transportation, ~~logistics,~~a ~~and~~commercially ~~distribution~~viable ~~industries~~option.

▪Significant Brand Recognition – In January 2022, Wabash National Corporation and its portfolio of brands rebranded as Wabash® and began a significant shift in the Company’s go-to-market brand strategy. This rebranding provides the foundation to build upon our history of being one of the most widely recognized brands in the industry, recognized for quality, performance, and innovation leadership. It also positions us to increase the ease of doing business for customers and solve critical customer needs with innovative solutions across products from the first to final mile. In addition, we were named to the Forbes list of America’s Most Successful Small-Cap Companies 2024.

▪Wabash Management System (WMS) – WMS empowers Wabash to drive breakthrough change using an aligned approach to build standards, knowledge and capability. WMS prioritizes our strategic objectives and transforms the organization through sustainable execution, creating genuine value for all. WMS puts our culture into action through a Lean mindset and respect for all, inspiring every employee to actively contribute to our enterprise transformation. The Wabash Management System is our comprehensive approach to improving how employees work every day.

Safety, quality, delivery, cost, morale, and environment are the core elements of our program of continuous improvement. We currently maintain an ISO 14001 registration of the Environmental Management System at four facilities, which include our Lafayette, Indiana; Cadiz, Kentucky; San José Iturbide, Mexico; and Harrison, Arkansas locations. In addition, we have achieved ISO 9001 registration of the Quality Management Systems at our Lafayette, Indiana and Cadiz, Kentucky facilities.

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▪WMS and Enterprise Lean – By codifying what makes our company great, the Wabash Management System (“WMS”) drives focus on the interconnected processes that are critical for success across our business. WMS is based on forward planning and continuous capability evaluation as we simultaneously drive execution and breakthrough performance. WMS requires everyone to be an active contributor to our enterprise-wide lean efforts and enables growth through innovation and industry leading customer satisfaction and alliances. Our WMS principles underpin an ongoing improvement cycle that includes Strategic Planning and Deployment, Kaizen, and Daily Management. It is through this set of standards and thinking that we create a “One Wabash” approach to our customers, add new business capabilities, and enable profitable growth.

▪Corporate Culture – As further described above in the “Human Capital Resources and Management” section, we believe strong human capital acts as a competitive differentiator and our focus is not only on ensuring we have the right leaders in place to drive our strategic initiatives today, but also to nurture our talent pipeline to develop strong leaders for our company’s future. To that end, we benefit from an experienced, value-driven management team and dedicated workforce.

We strive to achieve alignment at every layer and throughout all functional areas of our business and are focused on ensuring the right systems are in place to facilitate all team members working toward the same shared goals. Critical to this is the One Wabash mindset that our business is constructed of three interlinked segments that benefit from one another and are stronger as a result of being part of Wabash.

▪Extensive Distribution Network – We utilize a network of 2322 independent dealers with approximately 7065 locations throughout North America to distribute our van trailers. Our platform trailer distribution network consists of 5859 independent dealers with approximately ~~105~~100 locations throughout North America. Our tank trailers are distributed through a network of 34 independent dealers with 57 locations throughout North America, along with additional arrangements to provide supplemental coverage as needed. Additionally, our truck body commercial network consists of more than ~~900~~1,100 partners. Our commercial network primarily serves mid-market and smaller sized carriers and private fleets in the geographic region where the partner is located and occasionally may sell to large fleets.

In addition to our independent dealer network, we bolster our aftermarket support through a preferred partner network that provides equipment service, maintenance and access to Wabash Genuine Parts. This network includes more than 15 independent parts and service locations throughout North America, ensuring comprehensive coverage and reliable support for our customers’ ongoing needs.

Regulation

Truck trailer length, height, width, maximum weight capacity and other specifications are regulated by individual states. The federal government also regulates certain safety and environmental sustainability features incorporated in the design and use of truck and tank trailers, as well as truck bodies. These regulations include: requirements to install Electronic Logging Devices, the use of aerodynamic devices and fuel saving technologies, as well as operator restrictions as to hours of service and minimum driver safety standards (see “Industry Trends” included within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K for more details on these regulations). In addition, most tank trailers we manufacture have specific federal regulations and restrictions that dictate tank design, material type and thickness. Manufacturing operations are subject to environmental laws enforced by federal, state and local agencies (see “Environmental Matters”).

Products

Since our inception, we have worked to expand our product offerings from a single truck trailer dry van product to a broad range of connected solutions for the transportation, logistics, and distribution industries to help our customers move everything from first to final mile. We manage a diverse product portfolio, maintain long-standing customer relationships, and focus on innovative and breakthrough technologies within two operating segments.

Our current Transportation Solutions segment primarily includes the following products:

•Van, Platform, and Tank Trailers

◦Dry Van Trailers. The dry van market represents our largest product line and includes trailers sold under the DuraPlate® and DuraPlate HD® trademarks. Our DuraPlate® trailers utilize a proprietary technology that consists of a composite sandwich panel wall for increased durability and greater strength. In addition, we have introduced DuraPlate® Cell Core, a modified DuraPlate® panel that reduces the weight of a conventional 53-foot DuraPlate® trailer by 300 pounds.

◦Platform Trailers. Platform trailers were sold under the Transcraft® and Benson® trademarks until the January 2022 rebranding as Wabash®. Platform trailers consist of a trailer chassis with a flat or “drop” loading deck without permanent sides or a roof. These trailers are primarily utilized to haul steel coils, construction materials, and large equipment. In addition to our all steel and combination steel and aluminum platform trailers, we also offer a premium all-aluminum platform trailer.

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◦~~Platform~~AcuthermTM Refrigerated Trailers. ~~Platform~~Our refrigerated trailers provide thermal efficiency, maximum payload capacity, and superior damage resistance. Our refrigerated trailers were sold under the ~~Transcraft~~ArcticLite® ~~and~~trademark ~~Benson® trademarks~~ until the January 2022 rebranding as Wabash®. ~~Platform~~and ~~trailers~~use ~~consist~~our ofSolarGuard® atechnology, ~~trailer~~coupled ~~chassis~~ with aour ~~flat~~foaming orprocess, ~~“drop”~~which ~~loading~~we ~~deck~~believe ~~without~~enables ~~permanent~~customers ~~sides~~to orachieve alower ~~roof~~costs through reduced operating hours of refrigeration equipment and therefore reduced fuel consumption. ~~These~~Our ~~trailers~~AcuthermTM ~~are~~refrigerated ~~primarily~~trailer ~~utilized~~with EcoNexTM Technology provides up to ~~haul~~28% ~~steel~~improvement ~~coils,~~in thermal performance over Wabash’s conventional ArcticLite® refrigerated trailer construction, ~~materials~~prevents water intrusion, slows foam degradation, and ~~large~~ultimately, extends equipment life. InThe ~~addition~~all-composite tofloor ~~our~~system ~~all~~of ~~steel~~the ~~and~~AcuthermTM ~~combination~~refrigerated ~~steel~~trailer ~~and~~with ~~aluminum~~EcoNexTM ~~platform~~Technology ~~trailers,~~is webeing ~~also~~engineered ~~offer~~to aincrease ~~premium~~cube ~~all-aluminum~~capacity ~~platform~~and ~~trailer~~eliminate corrosion issues of conventional refrigerated trailers.

◦AcuthermTM Refrigerated Trailers. Our refrigerated trailers provide thermal efficiency, maximum payload capacity, and superior damage resistance. Our refrigerated trailers were sold under the ArcticLite® trademark until the January 2022 rebranding as Wabash® and use our SolarGuard® technology, coupled with our foaming process, which we believe enables customers to achieve lower costs through reduced operating hours of refrigeration equipment and therefore reduced fuel consumption. As previously discussed, our AcuthermTM refrigerated trailer with EcoNexTM Technology provides up to 28% improvement in thermal performance over Wabash’s conventional ArcticLite® refrigerated trailer construction, prevents water intrusion, slows foam degradation, and ultimately, extends equipment life. The all-composite floor system of the AcuthermTM refrigerated trailer with EcoNexTM Technology is being engineered to increase cube capacity and eliminate corrosion issues of conventional refrigerated trailers.

◦Tank Trailers. Our tank trailer offerings include several products dedicated to transportation solutions. These brands included WalkerTM Transport, Brenner® Tank, and Bulk Tank International until the January 2022 rebranding as Wabash®. Our product offerings in this component of the TS segment include stainless steel and aluminum tank trailers for the dairy, food and beverage, oil, and gas markets, as well as stainless steel and fiberglass reinforced poly tank trailers for chemical end markets.

▪Truck Bodies and Related Products

◦Wabash® Dry Freight Truck Bodies. These truck bodies range from 12 to 30 feet in length with exterior walls assembled from one of several material options, including our premium DuraPlate® panels and pre-painted aluminum sheet and post. Additional features include industry-leading durable one-piece front header design, LED marker lights, sealed wiring harnesses, hardwood flooring, and various door configurations to accommodate end-user loading and unloading requirements. This product is adaptable for a diverse range of uses in dry-freight transportation.

◦Cargo and Cargo XL Bodies. An ideal route truck for a variety of commercial applications, these van bodies are manufactured on cutaway chassis which allow access from the cab to the cargo area. This newly designed product line utilizes our DuraPlate® panel wall construction as the foundation for a superior light duty delivery vehicle for the growing final mile segment of the truck body market we serve.

◦Insulated AcuthermTM Refrigerated Truck Bodies. These insulated van bodies, in lengths from 12 to 28 feet, provide versatility and dependability for temperature-controlled applications. Flexible for either hand-load or pallet-load requirements, they are ideal for multi-stop distribution of both fresh and frozen products. ~~Soon~~Introduced ~~to be offered~~ in late 2024, AcuthermTM Refrigerated Truck Bodies with EcoNexTM Technology ~~will~~provide ~~join the ranks of our refrigerated products introducing~~ a lighter and more thermally efficient insulated wall, floor, and roof construction to meet the growing demand for a more sustainable thermal delivery solution for our customers.

◦Light-Duty AcuthermTM Refrigerated Bodies with EcoNexTM Technology. Our ~~new~~ light-duty, home delivery refrigerated truck body with EcoNexTM Technology is ~~being~~ designed to maximize both cargo capacity and delivery productivity on chassis with gross vehicle weight ratings below 10,000 pounds. The purpose-built insulated body design facilitates a rack and tote system unique to the food distribution industry while creating easy access to separate temperature zones for perishable goods.

◦Platform Truck Bodies. Our platform truck bodies offer various configurations with steel front bulkheads and removable stake racks on the sides and rear. The platform truck body is utilized for a broad range of manufacturing and construction industries’ transportation needs.

▪Other Transportation Solutions Components

◦Used Trailers. These products include the sale of used trailers through our used fleet sales center to facilitate additional new trailer sales with a focus on selling both large and small fleet trade packages to the wholesale market.

◦Wood Products. We manufacture laminated hardwood oak flooring used primarily in our dry van trailer products at our manufacturing operations located in Harrison, Arkansas.

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Our current Parts & Services segment primarily includes the following products:

▪Upfit, Parts, and Services Offerings

◦Aftermarket Parts and Services. Aftermarket component products are manufactured to provide continued support to our customers throughout the life-cycle of the trailer. Utilizing our on-site service centers, we provide a wide array of quality aftermarket parts and services to our customers. In addition, we provide parts and maintenance and repair services for tank trailers and other related equipment through our five tank service centers.

◦Truck Body Upfitting, Parts, and Services. Through our truck body upfitting locations, we offer solutions to help customize and ensure our products meet the needs of our customers. Offerings include steel flatbed bodies, truck body mounting, shelving for package delivery, partitions, roof racks, hitches, thermal solutions, liftgates, and more. We also offer direct-line access to truck body repair parts (generally for all manufacturers) and provide other services such as door repair and replacement, collision repair (generally for all manufacturers), and basic maintenance. We currently have six locations throughout the United States for truck body parts and services, five of which also offer upfitting services.

•Linq Venture Holdings, LLC

◦Linq Venture Holdings LLC. As further described in Note 6 in the Notes to Consolidated Financial Statements, during the fourth quarter of 2023, the Company continued to unify and expand its parts and services capabilities and ecosystem by executing an agreement with a partner to create a new legal entity (Linq Venture Holdings LLC, “Linq”) to develop and scale a digital marketplace in and for the transportation and logistics distribution industry. Linq is intended to be the digital channel to market Wabash equipment and parts & services, as well as non-Wabash parts & services, in a digital marketplace format to end- customers as well as dealers.

▪Wabash Parts LLC

◦Wabash Parts LLC. As further described in Note 6 in the Notes to Consolidated Financial Statements, during the second quarter of 2022, we unified and expanded our parts and distribution capabilities by executing an agreement with a partner to create a new legal entity (Wabash Parts LLC) to operate a parts and services distribution platform. The single channel distribution network will, over time, include the entire Wabash aftermarket portfolio and a wide range of transportation parts with increased inventory and faster shipping. In addition, the network utilizes Wabash’s extensive network of equipment dealers’ service capabilities, as well as the infrastructure of industry-leading partners of national wholesale distribution for aftermarket heavy-duty truck and trailers parts, using multiple distribution centers across the United States.

▪Process Systems

◦Process Systems. Product offerings include stainless steel storage tanks and silos, mixers, and processors for the dairy, food and beverage, pharmaceutical, chemical, craft brewing, and biotech end markets. As further described in Note 21 of the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K, during the second quarter of 2021 we sold the Extract Technology® business. Extract Technology® manufactured stainless steel isolators and downflow booths, as well as custom-fabricated equipment including workstations and drum booths for the pharmaceutical, fine chemical, biotech, and nuclear end markets.

▪Other Parts & Services Product Offerings

◦Trailers as a Service (~~TAAS~~TaaS)SM. Our ~~TAAS~~TaaS initiative combines our market-leading trailer products with emerging capabilities like parts distribution and a growing maintenance and repair network in order to provide a valuable suite of services to our customers and contribute to our growing base of recurring revenue in our Parts & Services operating segment.

◦Composites. Our Composites products focus on the use of DuraPlate® composite panels and EcoNexTM ~~technology~~Technology beyond the semi-trailer market. Product offerings include truck bodies, overhead doors, and other industrial applications. We continue to develop new products and actively explore markets that can benefit from the proven performance of our proprietary technology. We offer a number of aerodynamic solutions designed to improve overall trailer aerodynamics and fuel economy, most notably the DuraPlate® AeroSkirt®, which is EPA Smartway® verified and California Air Resource Board compliant.

◦Used Trailers. These products include the sale of used trailers that do not occur through our used fleet sales center.

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Customers

Our customer base has historically included many of the nation’s largest truckload common carriers, leasing companies, private fleet carriers, less-than-truckload common carriers, and package carriers. We continue to expand our customer base and achieve diversification through acquisitions, organic growth, product innovation, and through our extensive distribution and service network. All of these efforts have been accomplished while maintaining our relationships with our core customers. Our five largest customers together accounted for approximately 3242%, 3332%, and 3033% of our aggregate net sales in ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively. Our largest customer accounted for 15% and 12% of our aggregate net sales in 2024 and 2023. No individual customer accounted for more than 10% of our aggregate net sales in ~~either~~ 2022 ~~or 2021~~. International sales accounted for less than 10% of net sales for each of the last three years.

We have established relationships as a supplier to many large customers in the transportation industry for our dry and refrigerated van products, platform trailers, and tank trailers, including the following:

▪Truckload Carriers: ~~Averitt Express, Inc.;~~ Crete Carrier ~~Corporation~~Corp.; J.B. Hunt Transport, Inc.; and Werner Enterprises, Inc.

▪Less-Than-Truckload Carriers: Old Dominion Freight Lines, Inc.; FedEx Freight, Inc; R&L Carriers, Inc.; and Saia, Inc.

▪Leasing Companies: Fleetco, Inc.; Penske Truck Leasing Company; Ryder System, Inc.

▪Private Fleets: ~~Kroger;~~Excel ~~Target Corporation~~Trailer; ~~and Walmart~~Kroger.

▪Liquid Carriers: ~~Dana~~Semo ~~Liquid~~Tank/Baker ~~Transport~~Equipment ~~Corporation~~Co.; ~~Oakley~~Dana Liquid Transport, ~~Inc.~~Corporation; ~~Quality~~Stuart ~~Carriers,~~Tank ~~Inc.~~Sales Corporation; ~~and~~Hills ~~Sprint~~Stainless ~~Transport,~~Tank ~~LLC~~Inc.

Through our engineered products component of the Parts & Services segment we also sell our products to other customers including, but not limited to, GlaxoSmithKline Services Unlimited and W.M. Sprinkman.

In addition, we sell our truck bodies to fleet leasing customers and direct customers including, but not limited to: Budget Truck Rental, LLC; Enterprise Holdings, Inc.; Penske Truck Leasing Company; ~~and~~ Ryder System, Inc.; and JB Hunt Transport, Inc. Notable end users of our truck body products include, but are not limited to: Krispy Kreme, Inc.; Kroger; Southern Glazer’s Wine and Spirits of America; ~~and~~American Tire Distributors, Inc.; Costco Wholesale Corporation; and Lowe’s Companies, Inc.

Marketing and Distribution

We market and distribute our products through the following channels:

▪Factory direct accounts; and

▪Independent dealerships.

Factory direct accounts are generally large fleets that are high volume purchasers. Historically, we have focused on the factory direct market in which customers are highly knowledgeable of the life-cycle costs of equipment and, therefore, are best equipped to appreciate the innovative design and value-added features of our products, as well as the value proposition for lower total cost of ownership over the life-cycle of our products.

We also sell our van, platform, and tank trailers through a network of independent dealers. Additionally, our truck body products are sold through commercial dealers. Our dealers primarily serve mid-market and smaller sized carriers and private fleets in the geographic region where the dealer is located and occasionally may sell to large fleets. The dealers may also perform service and warranty work for our customers.

Raw Materials

We utilize a variety of raw materials and components including, but not limited to, specialty steel coil, stainless steel, plastic, aluminum, lumber, tires, landing gear, axles and suspensions, which we purchase from a limited number of suppliers. While we manage some of our commodity price changes by entering into fixed price contracts with our suppliers and through financial derivatives, raw material costs as a percentage of net sales for ~~2023~~2024 increased slightly compared to ~~2022~~2023. Significant price fluctuations or shortages in raw materials or finished components have had, and could have in the future, adverse effects on our results of operations. In ~~2024~~2025 and for the foreseeable future, we expect that the raw materials used in the greatest quantity will be steel, aluminum, plastic, and wood. We will continue to endeavor to pass along raw material and component cost increases. Price increases used to offset inflation or disruption of supply in core materials have generally been successful, although sometimes are delayed. Increases in prices for these purposes represent a risk in execution. In an effort to minimize the effect of price fluctuations, we hedge certain commodities that have the potential to significantly impact our results of operations.

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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 December 31, ~~2023~~2024 and December 31, ~~2022~~2023 (in millions):

	December 31,
	2023		2022		Change
	2024		2023		Change
12-month backlog	$	~~1,589~~813	$	21,~~787~~589	(4349)%
Total backlog	$	1,~~895~~169	$	31,~~396~~895	(4438)%

The decrease in rolling 12-month backlog and total backlog from December 31, ~~2022~~2023 is primarily ~~related~~due to ~~the~~a ~~current~~slow 2025 dry van order season. ~~materializing~~This ~~similarly~~coincides towith ~~the~~customers ~~calendarization~~indicating ofthat ~~many~~freight ~~years~~market ~~prior~~conditions are likely to ~~COVID-19~~follow normal seasonal patterns in 2025, ~~particularly~~with ~~for~~a ~~our~~modest ~~dry~~degree ~~van~~of ~~products~~inflection during the second half of the year. Our ~~observation~~dry ~~thus~~van ~~far~~customers ~~during~~have indicated they will communicate their needs throughout the ~~current~~year ~~season~~as ~~for~~they gain more clarity, rather than booking orders within the industry’s traditional lump sum manner. This is significant because dry vans ~~generally~~tend ~~align~~to ~~with~~be ~~industry~~the ~~forecasters~~largest indriver ~~that~~of ~~demand~~our ~~seems~~backlog, ~~poised~~particularly during the fourth quarter. Refer to the “Outlook” section below for aadditional ~~modest~~details ~~pullback~~related to industry and market conditions.

In addition, we continue to believe that our long-term relationship agreements with certain strategic customers (including J.B. Hunt Transport Inc., which we announced in January, 2023) 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.

Patents and Intellectual Property

We hold or have applied for ~~153~~150 patents in the U.S. on various components and techniques utilized in our manufacture of transportation equipment and engineered products. In addition, we hold or have applied for ~~153~~157 patents or registered designs in foreign countries. Our patents include intellectual property related to the manufacture of trailers, containers, truck bodies, platform trailers, tanks, and other engineered products—all of which we believe offer us a significant competitive advantage in the markets in which we compete.

Many of our patents include intellectual property related to the manufacture of trailers, containers, truck bodies, and platforms using our proprietary EcoNexTM Technology. Our EcoNexTM Technology is a molded structural composite technology and these patents and patent applications cover the use of extruded foam bricks assembled and cured together in different configurations with resins and fiber mats to create various components and structures including, for example, wall panels and flooring assemblies. We believe the intellectual property related to this use of composite technology in our industry, including proprietary knowledge of the processes involved in manufacturing these components and the resulting products, will offer us a significant market advantage to continue to create proprietary products exploiting this technology. These patent applications will not begin to expire until 2036.

Our DuraPlate® patent portfolio includes several patents ~~and pending patent applications~~, which cover not only utilization of our DuraPlate® products in the manufacture of trailers, but also cover a number of aerodynamic-related products aimed at increasing the fuel efficiency of trailers, including DuraPlate AeroSkirt®. U.S. and foreign patents and patent applications in our DuraPlate® patent portfolio have expiration dates extending until 2036. Certain U.S. patents relating to the combined use of DuraPlate® panels and logistics systems within the sidewalls of our dry van trailers will not expire until 2027 or after; several other issued U.S. patents and pending patent applications relating to the use of DuraPlate® panels, or other composite materials, within aerodynamic-related products will not begin to expire until after 2030. Additionally, we also believe that our proprietary DuraPlate® and DuraPlate® Cell Core production processes, which have been developed and refined since 1995, offer us a significant competitive advantage in the industry—above and beyond the benefits provided by any patent protection concerning the use and/or design of our DuraPlate® products. WeWhile we continue to invest in the development of new composite panel technologies, we believe the proprietary knowledge of ~~these~~our DuraPlate panel manufacturing processes and the significant intellectual and capital hurdles in creating similar production processes provide us with an advantage over others in the industry who utilize composite sandwich panel technology.

Additionally, our intellectual property portfolio includes patents related to the rear impact guard (“RIG”). The RIG patents include RIG designs which surpass the ~~new~~ federal regulatory RIG standards for the U.S. and Canada and will not begin to expire until 2035.

In addition, our intellectual property portfolio includes patents and patent applications covering many trailer industry components. These products have become highly desirable and are recognized for their innovation in the markets we serve. These patents include, for example, those covering the Trust Lock Plus® door locking mechanism, the Max Clearance® Overhead Door System, which provides additional overhead clearance when an overhead-style rear door is in the opened position that would be comparable to that of swing-door models, the use of bonded or riveted intermediate logistics strips, the bonded D-ring hold-down device, bonded skylights, and the DuraPlate® arched roof. The patents covering these products will not expire before 2029. We believe all of these proprietary products offer us a competitive market advantage in the industries in which we compete.

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We also hold or have applied for 46 trademarks in the U.S. as well as 7368 trademarks in foreign countries. These trademarks include the Wabash® brand as well as trademarks associated with our proprietary technologies and products such as DuraPlate®, MaxClearance® Overhead Door System, Trust Lock Plus®, EZ-7®, DuraPlate Aeroskirt®, Aeroskirt CX®, DuraPlate HD®, Lock-Rite®, and EZ-Adjust®. Further, our EcoNexTM Technology trademark application currently pending in the U.S., Canada, Mexico, and Australia covers our proprietary molded structural composites technology featured in many of our refrigerated solutions. Additional trademark and service mark applications covering our proprietary technologies include AcuthermTM covering an intelligent thermal management system of components, products, and solutions, ~~as well as~~ our Trailers as a Service (~~TAAS~~TaaS)™ platform for providing customers with trailer pool services, and our Everline™ brand of Wabash parts. We believe all of these trademarks are important for the identification of our products and the associated customer goodwill; however, our business is not materially dependent on such trademarks.

Environmental Matters

Our facilities are subject to various environmental laws and regulations, including those relating to air emissions, climate change, wastewater discharges, the handling and disposal of solid and hazardous wastes and occupational safety and health. Our operations and facilities have been, and in the future may become, the subject of enforcement actions or proceedings for non-compliance with such laws or for remediation of company-related releases of substances into the environment. Resolution of such matters with regulators can result in commitments to compliance abatement or remediation programs and, in some cases, the payment of penalties (see “Legal Proceedings” in Part I, Item 3 for more details).

We believe that our facilities are in substantial compliance with applicable environmental laws and regulations. Our facilities have incurred, and will continue to incur, capital and operating expenditures and other costs in complying with these laws and regulations. However, we currently do not anticipate that the future costs of environmental compliance will have a material adverse effect on our business, financial condition, cash flows, or results of operations.

Website Access to Company Reports

We use our Investor Relations website, ir.onewabash.com, as a channel for routine distribution of important information, including news releases, presentations, and financial information. We post filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities Exchange Commission (“SEC”), including our annual, quarterly, and current reports on Forms 10-K, 10-Q and 8-K, our proxy statements, and any amendments to those reports or statements. All such postings and filings are available on our Investor Relations website. The SEC also maintains a website, www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual Report on Form 10-K unless expressly noted.

Information About Our Executive Officers

The following are the executive officers of the Company:

Name

Age

Position

Brent L. Yeagy

5354

President and Chief Executive Officer, Director on the Board of Directors

M. Kristin Glazner

4647

Senior Vice President, Chief Administrative Officer, Corporate Secretary

Kevin J. Page

Senior Vice President, Chief Commercial Officer

Patrick Keslin

Senior Vice President, Chief Financial Officer

Michael N. Pettit

4849

Senior Vice President, Chief ~~Financial~~Growth Officer

Dustin T. Smith

Senior Vice President, Chief Operating Officer

Drew Schwartzhoff

Senior Vice President, Chief Commercial Officer

Donald Winston

Senior Vice President, Chief Operating Officer

Brent L. Yeagy. Since June 2018, Mr. Yeagy has been responsible for the strategic direction and operations of Wabash in his role as President and Chief Executive Officer. Before his appointment as President and CEO, Mr. Yeagy was President and Chief Operating Officer from October 2016 to June 2018. Mr. Yeagy joined Wabash in 2003 and held a number of positions with increasing responsibility, including Vice President of Manufacturing, Vice President and General Manager of Commercial Trailer Products, and Senior Vice President – Group President, Commercial Trailer Products. Prior to Wabash, from 1999 to 2003, Mr. Yeagy held various positions within human resources, environmental engineering, and safety management for Delco Remy International. Mr. Yeagy served in various plant engineering roles at Rexnord Corporation from December 1995 through 1999. He also served in the United States Navy from 1991 to 1994. Mr. Yeagy holds a Bachelor of Science in Environmental Engineering Science and a Master of Science in Safety Engineering from Purdue University, and an MBA in Business Management from Anderson University. He has also attended executive programs at the University of Michigan’s Ross School of Business as well as Stanford’s Graduate School of Business. Mr. Yeagy is a graduate of the U.S. Navy’s Naval Nuclear Power Program and participated in the Navy’s Officer Candidate Program.

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M. Kristin Glazner. ~~Ms.~~Kristin Glazner was appointed to Senior Vice President, Chief Administrative Officer ~~(“CAO”)~~on in December ~~2023. She remains General Counsel~~8, ~~Chief Human Resources Officer~~2023, ~~and~~in ~~Corporate~~an ~~Secretary,~~expanded ~~roles~~role inleading ~~which~~administrative ~~she~~operations ~~has~~within ~~served since June~~Wabash, ~~2020,~~including inleading ~~addition~~Wabash toManagement ~~her added responsibility of Chief Administrative Officer~~System. She ~~previously~~continues ~~served~~to serve as ~~Senior~~General ~~Vice~~Counsel ~~President~~ and Chief Human Resources Officer, holding both roles since ~~November~~June ~~2018~~1, 2020. Ms. Glazner joined Wabash in February 2010 as Corporate Counsel and served in that role until October 2017, when she was appointed to the position of Vice President – Human Resources and Legal Administration, then Vice President – Corporate Human Resources. She was named Senior Vice President and Chief Human Resources Officer in November 2018. Before joining Wabash, Ms. Glazner was an attorney with the law firm Baker & Daniels LLP (now Faegre Drinker Biddle & Reath LLP) from 2002 to 2010. She holds a Juris Doctor degree from Indiana University Maurer School of Law and a Bachelor of Arts degree from Butler University.

~~Kevin~~Patrick JKeslin. ~~Page.~~ Mr. ~~Page~~Keslin was appointed to Senior Vice President, Chief ~~Commercial~~Financial Officer ~~and~~on ~~has~~September ~~served~~1, in2024, ~~the~~having ~~role~~previously ~~since~~served ~~March~~as 23Vice President, ~~2020~~Finance since 2022. He ~~previously~~joined ~~served as~~ Wabash’s ~~Senior~~in ~~Vice~~2017 ~~President~~ and ~~Group~~has ~~President,~~served ~~Diversified~~in ~~Products~~a ~~Group~~number ~~and~~of ~~Final~~positions ~~Mile~~with ~~Products~~increasing ~~since~~responsibility, ~~January~~including ~~2020,~~Senior ~~after~~Director ~~serving~~of asBusiness Finance, Senior ~~Vice~~Director ~~President~~of ~~and~~Finance ~~Group~~– ~~President,~~Commercial ~~Diversified~~Trailer Products ~~Group~~and ~~from~~Director ~~October~~of ~~2017~~Finance to– ~~January~~Diversified ~~2020.~~Products MrGroup. ~~Page~~Prior ~~joined~~to Wabash, infrom ~~February~~2001 to 2017, asMr. ~~Vice~~Keslin ~~President~~held ~~and~~various ~~General~~finance ~~Manager~~positions at Honeywell, ~~Final~~including ~~Mile~~Director ~~and~~of ~~Distributed~~Finance ~~Services.~~at ~~Prior~~Honeywell toUOP ~~Wabash~~in Des Plaines, heIllinois. ~~was~~With ~~Interim~~more ~~President~~than of22 ~~Truck~~years ~~Accessories~~of ~~Group,~~experience ~~LLC~~in ~~from~~finance ~~2015~~at toFortune ~~2016,~~500 and ~~Vice~~Fortune ~~President~~1000 ofmanufacturing ~~Sales~~companies, ~~Marketing~~he ~~and~~has ~~Business~~a ~~Development~~broad ~~from~~understanding ~~2012~~of tostrategic ~~2015.~~planning, Hefinancial ~~served~~modeling, aspricing ~~President~~strategy, ofproduction ~~Universal~~planning ~~Trailer~~and ~~Cargo~~lean ~~Group~~manufacturing ~~from~~processes ~~2008~~and ~~to 2012~~principles. Mr. ~~Page~~Keslin ~~also~~holds ~~had~~an aMBA ~~23-year~~with ~~tenure~~concentrations atin ~~Utilimaster~~Finance, ~~Corporation~~Accounting, ~~serving~~Economics inand ~~various~~Econometrics ~~sales~~from ~~roles,~~The ~~including~~University asof ~~Vice~~Chicago ~~President~~Booth School of ~~Sales~~Business and ~~Marketing. Mr. Page has~~ a Bachelor of ~~Arts~~Science in ~~Economics~~Business Finance from ~~Wabash~~Indiana ~~College~~University ~~and~~– anKelley ~~MBA~~School ~~(Executive)~~of ~~from~~Business ~~Notre~~with ~~Dame.~~a ~~Throughout~~Minor ~~his~~in ~~career~~Mathematics. heHe ~~has~~ also ~~completed~~attended ~~executive~~The ~~programs~~Executive atProgram ~~the~~for ~~University~~Prospective ofCFOs at Chicago, ~~Harvard~~Booth ~~Business~~in ~~School,~~November ~~University of Michigan and American Management Association~~2023.

Michael N. Pettit. Mr. Pettit was appointed to Senior Vice President, Chief Growth Officer on September 1, 2024. In this role, Mr. Pettit focuses on driving the company’s growth initiatives, expanding market reach, and overseeing the company’s Parts and Services segment with a focus on the integration of physical and digital technologies. Before this appointment, Mr. Pettit served as Senior Vice President, Chief Financial Officer insince January 2020. HeHis ~~previously~~prior ~~served~~roles asat Wabash include Senior Vice President and Group President, Final Mile Products (2018-–2020), and Vice President of Finance and Investor Relations (2014–2018). He joined Wabash in 2012 as Director of Finance for Commercial Trailer Products. ~~Prior~~Before tojoining Wabash, ~~from~~he ~~1998~~spent to14 ~~2012~~years at Ford Motor Company, ~~Mr.~~where ~~Pettit~~he held various finance positions with increasing responsibility ~~at Ford Motor Company~~. With ~~more~~over ~~than~~25 20 years of experience in the transportation industry, heMr. Pettit has a broad understanding of strategic planning, mergers and acquisitions, pricing strategy, production planning, and lean manufacturing processes and principles. ~~Mr.~~He ~~Pettit~~holds ~~has~~ a Bachelor of Science degree in Industrial Management from Purdue University and an MBA from Indiana University. He has also completed executive development programs at prestigious institutions, including Harvard University, Stanford University, University of Chicago Booth School of Business and Northwestern University.

~~Dustin~~Drew TSchwartzhoff. ~~Smith.~~ ~~Mr.~~Drew ~~Smith~~Schwartzhoff was appointed Senior Vice President, Chief ~~Operating~~Commercial Officer inon ~~December~~January ~~2023.~~15, He2025, ~~previously~~after ~~served~~serving as ~~Chief~~Senior ~~Strategy~~Vice ~~Officer~~President, ~~from~~Strategic ~~June~~Marketing ~~2021~~since toSeptember ~~December~~2024. ~~2023~~He ~~and~~is asresponsible ~~Senior~~for ~~Vice~~overseeing ~~President~~the company’s sales, ~~Global~~customer ~~Operations~~experience, ~~from~~product ~~March~~management, ~~2020~~marketing toand ~~June~~communications ~~2021~~strategies. ~~Mr.~~With ~~Smith~~over ~~joined~~25 ~~Wabash~~years of experience in ~~2007~~marketing and ~~has~~business ~~held~~leadership, he brings a ~~number~~wealth of ~~positions~~expertise ~~with~~in ~~increasing~~driving ~~responsibility,~~customer-centric ~~including~~strategies ~~Director~~and ofdelivering ~~Finance,~~innovative ~~Director~~solutions across a range of ~~Manufacturing,~~industries. ~~Vice~~Mr. ~~President~~Schwartzhoff ofjoined ~~Manufacturing,~~the ~~Senior~~company as Vice President, ~~and~~Marketing ~~General~~in ~~Manager~~2023. -Before ~~Commercial Trailer Products~~Wabash, ~~and~~he ~~Senior~~held ~~Vice~~senior ~~President~~marketing ~~and~~positions ~~Group~~at ~~President~~C.H. -Robinson, ~~Commercial~~a ~~Trailer~~global ~~Products.~~logistics ~~Prior~~provider, towhere ~~Wabash,~~he ~~from~~played ~~2000~~a tokey ~~2007,~~role ~~Mr.~~in ~~Smith~~enhancing ~~held~~the ~~various~~company’s ~~positions~~customer atexperience ~~Ford~~and ~~Motor~~market ~~Company~~presence. inHis ~~Dearborn~~extensive ~~Michigan,~~background ~~across~~spans both ~~product~~business-to-business ~~development~~ and ~~manufacturing~~business-to-consumer ~~divisions~~marketing, ~~including~~with ~~Plant~~a ~~Controller.~~strong ~~His~~focus ~~23+~~on ~~years~~the oflogistics ~~experience~~and insupply ~~finance~~chain ~~and~~sectors. ~~operations~~He ~~gives~~is ~~Mr.~~recognized ~~Smith~~for ahis ~~unique~~ability ~~understanding~~to ofintegrate ~~how~~marketing ~~manufacturing~~and ~~systems~~product ~~directly~~strategies, ~~affect~~ensuring ~~financial~~that ~~results.~~customer ~~Mr.~~experience ~~Smith~~and ~~holds~~market apenetration ~~Bachelor~~are ofat ~~Science~~the inforefront ~~Accounting~~of ~~and~~business angrowth. ~~MBA~~His instrategic ~~Corporate~~vision ~~Finance~~and ~~from~~leadership ~~Purdue~~are ~~University.~~integral Heto ~~has~~Wabash’s ~~also~~mission ~~completed~~of ~~the~~delivering ~~Advanced~~connected ~~Management~~solutions ~~Program~~that atchange ~~Harvard~~how ~~Business~~the ~~School,~~world inreaches ~~addition~~you. toMr. ~~attending~~Schwartzhoff ~~several~~holds ~~executive~~a ~~programs~~Bachelor atof ~~the~~Business ~~Booth~~Administration ~~School~~degree ofin ~~Management~~Marketing from ~~University~~St. ofCloud ~~Chicago~~State University.

Donald Winston. Donald Winston was appointed Senior Vice President, Chief Operating Officer on January 15, 2025, after serving as Senior Vice President, Global Operations since September 2024. Mr. Winston leads the company’s core manufacturing teams and oversees global procurement, supply chain and operational excellence initiatives. With extensive leadership experience in manufacturing leadership and a strong track record in continuous improvement, he is focused on driving operational efficiencies, safety and quality across the company’s North American manufacturing sites. Before joining Wabash in January 2024, Mr. Winston served as Vice President, Operations at Novolex. With over 23 years of manufacturing leadership experience, he has developed a deep expertise in building operational excellence capabilities and transitioning organizations to more mature, process-oriented operational environments. His career includes key roles at Closure Systems International (2020–2023 and 2007–2014), Ardagh Group (2015–2020) and Ford Motor Company (2001–2007). Mr. Winston holds a Master of Science degree in Industrial Engineering Technology and a Bachelor of Science degree in Organizational Leadership and Supervision from Purdue University. He has also completed Executive Leadership Training through Duke Corporate Education.

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ITEM 1A—RISK FACTORS

You should carefully consider the risks described below in addition to other information contained or incorporated by reference in this Annual Report before investing in our securities. Realization of any of the following 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

~~Demand~~We ~~for~~are ~~our~~currently ~~products~~involved isin ~~sensitive~~a toproduct ~~economic~~liability ~~conditions~~action ~~over~~and ~~which~~the weunfavorable ~~have~~jury noverdict ~~control~~could ~~and that may~~ have a material adverse effect on our ~~business,~~ financial condition, results of operations, cash flows and ~~results of operations~~business.

~~Demand~~On ~~for~~October ~~our~~6, ~~products~~2020, isthe ~~sensitive~~Company towas ~~changes~~named inas ~~economic~~a ~~conditions,~~co-defendant ~~including~~in ~~changes~~a ~~related~~lawsuit, toEileen ~~unemployment~~Williams, ~~consumer~~Elizabeth ~~confidence~~Perkins, ~~consumer~~et ~~income,~~al. ~~new~~v. ~~housing~~Wabash ~~starts~~National Corporation, ~~industrial~~et ~~production~~al., ~~government~~filed ~~regulations,~~in ~~inflationary~~the ~~pressures,~~Circuit ~~and~~Court of the ~~availability~~City of ~~financing~~St. ~~and~~Louis, ~~interest~~Missouri ~~rates~~(the “Product Liability Matter”). The ~~status~~case ofrelated ~~these~~to ~~economic~~a ~~conditions~~2019 ~~periodically~~motor ~~has~~vehicle anaccident ~~adverse~~in ~~effect~~which ona ~~truck~~passenger ~~freight~~vehicle ~~and~~with ~~the~~an ~~demand~~unobstructed ~~for,~~view ~~and~~struck the ~~pricing~~back of, ~~our~~a ~~products,~~nearly ~~and~~stopped ~~has~~2004 ~~also~~Wabash ~~resulted~~trailer ~~in,~~that ~~and~~was ~~could~~operated inby ~~the~~co-defendant ~~future~~GDS ~~result~~Express ~~in,~~Inc. at the ~~inability~~time of ~~customers~~the toaccident. ~~meet~~On ~~their~~September ~~contractual~~5, ~~terms~~2024, ora ~~payment~~jury ~~obligations,~~awarded ~~any~~compensatory damages of ~~which~~$12 ~~could~~million ~~have~~and apunitive ~~material~~damages ~~adverse~~of ~~effect~~$450 onmillion ~~our~~(the ~~business,~~“Award”) ~~financial~~against ~~condition,~~the ~~cash~~Company ~~flows~~in ~~and~~the ~~results~~Product ofLiability ~~operations~~Matter.

~~Our~~If ~~business~~we isare ~~highly~~unable ~~cyclical,~~to ~~and~~substantially areduce ~~downturn~~the ~~could~~Award ~~have~~prior to the entry of a ~~material~~final ~~adverse~~judgment ~~effect~~by onthe ~~our~~court ~~business,~~or ~~financial~~otherwise ~~condition~~successfully appeal, ~~cash~~the ~~flows~~Award could materially and adversely affect the Company’s financial condition, results of operations, cash flows and business.

The ~~truck~~highly ~~trailer~~cyclical ~~manufacturing~~nature ~~industry~~of ~~historically~~our ~~has~~business ~~been,~~ and isthe ~~expected~~impact toof ~~continue to be, cyclical, as well as affected by overall~~ economic conditions. ~~Customers~~on ~~historically have replaced trailers in cycles that run from five to 12 years~~markets, ~~depending~~customers ~~on service~~ and ~~trailer type. Poor economic conditions can adversely affect~~ demand for ~~new~~our ~~trailers~~products ~~and~~may ~~has~~have ~~historically led to an overall aging of trailer fleets beyond~~ a ~~typical~~material ~~replacement~~adverse ~~cycle.~~effect ~~Customers’~~on ~~buying~~our ~~patterns can also be influenced by regulatory changes~~business, ~~such~~financial ~~as federal hours-of-service rules as well as overall truck safety~~condition, ~~limitations~~cash onflows ~~vehicle weight, size,~~ and ~~configuration,~~results ~~and~~of ~~federal emissions standards~~operations.

The ~~steps~~truck wetrailer ~~have~~manufacturing ~~taken~~industry historically has been, and is expected to ~~diversify~~be, ~~our~~cyclical ~~product~~and ~~offerings~~is ~~through~~affected ~~the~~by ~~implementation~~overall ofeconomic ~~our~~conditions. ~~strategic~~Customers ~~plan~~historically doreplace ~~not~~trailers ~~insulate~~in uscycles that run from ~~this~~five ~~cyclicality.~~to ~~During~~12 ~~downturns~~years, wedepending ~~operate~~on ~~with~~service aand ~~lower~~trailer ~~level~~type. ofPoor ~~backlog~~economic conditions can adversely affect demand for new trailers and ~~have~~historically ~~had~~led to ~~temporarily~~an ~~slow~~overall ~~down~~aging orof ~~halt~~trailer ~~production~~fleets atbeyond ~~some~~a ortypical ~~all~~replacement cycle. The steps we have taken to diversify our product offerings through the implementation of our ~~facilities,~~strategic ~~including~~plan ~~extending~~do ~~normal~~not ~~shut~~insulate ~~down~~us ~~periods~~from ~~and~~cyclicality ~~reducing~~or ~~salaried~~changes ~~headcount~~in ~~levels~~demand. AnDemand ~~economic~~for ~~downturn~~our ~~may~~products ~~reduce,~~is ~~and~~sensitive into ~~the~~changes ~~past~~in ~~has~~economic ~~reduced~~conditions, ~~demand~~including ~~for~~changes ~~trailers~~related ~~and~~to ~~our~~unemployment, ~~other~~consumer ~~products~~confidence and income, ~~resulting~~new inhousing ~~lower~~starts, ~~sales~~industrial ~~volumes~~production, ~~and~~inflationary ~~lower~~pressures, ~~prices~~government ~~and~~regulations ~~could~~such ~~have~~as afederal ~~material~~hours-of-service ~~adverse~~rules, ~~effect~~truck safety, limitations on ~~our~~vehicle ~~business~~weight, ~~financial condition~~size, ~~cash~~and ~~flows~~configuration, and ~~results~~federal ofemissions ~~operations~~standards.

~~Economic~~We ~~weakness~~also ~~and~~continue ~~its~~to ~~impact~~be reliant on the ~~markets~~credit, housing, energy and ~~customers~~construction-related wemarkets ~~serve~~in ~~could~~the ~~have~~U.S. aThe ~~material~~same ~~adverse~~general ~~effect~~economic onconcerns faced by us are also faced by our ~~business,~~customers. ~~financial~~We ~~condition~~believe that some of our customers are highly leveraged and have limited access to capital, ~~cash~~and ~~flows~~their continued existence may be reliant on liquidity from global credit markets and ~~results~~other sources of ~~operations~~external financing. Lack of liquidity by our customers could impact our ability to collect amounts owed to us.

~~While~~An economic downturn and the ~~trailer~~status ~~industry~~of ~~has~~economic ~~recently~~conditions ~~experienced~~periodically ahas, ~~period~~and ofcould ~~strong~~have ~~demand~~in ~~levels~~the future, wean ~~cannot~~adverse ~~provide~~effect ~~any~~on ~~assurances~~the ~~that~~ability weof ~~will~~customers beto ~~profitable~~meet intheir ~~future~~contractual ~~periods~~terms or ~~that~~payment weobligations, ~~will~~truck befreight, ~~able~~sales tovolumes ~~sustain~~and orthe ~~increase~~demand ~~profitability~~for, inand the ~~future.~~pricing ~~Increasing~~of, our ~~profitability~~products, ~~will~~and ~~depend~~could onhave ~~several~~a ~~factors~~material ~~including~~adverse effect on our profitability, ability to ~~increase~~meet our ~~overall~~payment ~~trailer~~and ~~volumes,~~other ~~improve~~obligations under our ~~gross~~outstanding ~~margins~~debt agreements, ~~gain~~business, ~~continued~~financial ~~momentum~~condition, oncash ~~our~~flows ~~product diversification efforts~~ and ~~manage~~results ~~our~~of ~~expenses~~operations. IfOur weability ~~are unable~~ to sustain or increase profitability in the future, wealso ~~may~~depends ~~not~~on befactors ~~able~~including toour ~~meet~~overall ~~our~~trailer ~~payment~~volumes, ~~and~~gross ~~other~~margins, ~~obligations~~momentum ~~under~~on our ~~outstanding~~product ~~debt~~diversification ~~agreements~~efforts, collection of amounts owed from customers and management of expenses.

WeA ~~continue~~change toin beour ~~reliant~~customer onrelationships ~~the~~or ~~credit, housing, energy and construction-related markets~~ in the ~~U.S.~~financial ~~The~~condition ~~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 and our failure to collect these amounts could~~ have a material adverse effect on our business, financial condition, cash flows and results of operations.

~~Our~~We ~~backlog~~have ~~may~~longstanding relationships with a number of large customers. We do not behave ~~indicative~~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 ~~future~~products ~~revenues~~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 42% of our aggregate net sales in 2024. Our largest customer accounted for 15% and 12% of our aggregate net sales in 2024 and 2023, respectively. No individual customer accounted for more than 10% of our aggregate net sales in 2022. 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 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. Therefore, our backlog may not be fully indicative of the level of our future revenues.

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AOur ~~change~~backlog inmay ~~our~~not ~~customer~~be ~~relationships~~indicative orof in the ~~financial~~level ~~condition~~ of our ~~customers~~future ~~could have a material adverse effect on our business, financial condition, cash flows and results of operations~~revenues.

WeOur ~~have~~backlog ~~longstanding~~represents ~~relationships~~future ~~with~~production afor ~~number~~which ofwe ~~large~~have ~~customers~~written toorders ~~whom~~from ~~we supply~~ our ~~products.~~customers Wethat ~~do not~~ have ~~long-term~~defined ~~agreements~~delivery ~~with~~timeframes. ~~all~~Orders ofthat ~~these~~comprise ~~customers. Our~~our ~~success~~backlog ismay ~~dependent,~~be subject to achanges ~~significant~~in ~~extent~~quantities, ~~upon~~delivery, ~~the~~specifications ~~continued strength of these relationships~~ and ~~the~~terms, ~~growth~~or ofcancellation. ~~our~~Our ~~core~~reported ~~customers.~~backlog Wemay ~~often~~not ~~are~~be ~~unable~~converted to ~~predict~~revenue ~~the~~in ~~level~~any ofparticular ~~demand~~period ~~for~~and ~~our~~actual ~~products~~revenue from ~~these~~such ~~customers,~~orders ormay ~~the~~not ~~timing~~equal ofour ~~their orders~~backlog. InIt ~~addition,~~is ~~the~~also ~~same~~possible ~~economic conditions~~ that ~~adversely~~our ~~affect~~methodology usfor ~~also~~determining ~~often~~backlog ~~adversely~~may ~~affect~~not ~~our~~be ~~customers.~~comparable ~~Furthermore, we are subject~~ to athat ~~concentration~~ of ~~risk as the five largest customers together accounted for approximately 32% of~~ our ~~aggregate net sales in 2023~~competitors. ~~Our~~Therefore, ~~largest customer accounted for 12% of~~ our ~~aggregate~~backlog ~~net~~may ~~sales~~not inbe ~~2023.~~fully Noindicative ~~individual customer accounted for more than 10%~~ of ~~our~~the ~~aggregate~~level ~~net sales in either 2022 or 2021. The loss~~ of ~~a significant customer or unexpected changes or delays in product purchases could have a material adverse effect on~~ our ~~business,~~future ~~financial condition, cash flows and results of operations~~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. ~~Unintentional~~Maintaining ~~service~~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. 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 the privacy rights of our employees in their 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.

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 ~~past~~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 ~~demand~~product ~~for our products~~demand. Disruptions to the supply chain, shortages and allocations of raw materials and components have resulted and may continue to result in an increased backlog of orders for trailers and certain other products and inefficient operations, and in some cases may produce a build-up of inventory, 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. 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, can increase production costs and could have negative impacts on our operating margins.

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.

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The ongoing global supply chain disruption continues to interfere with our ability to receive raw materials, components and commodities as scheduled and at expected costs. 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, natural disasters and severe weather conditions, trade conflicts and labor availability constraints, which have resulted in increased transportation costs, shortages of raw materials, components and commodities, inefficient order fulfillment and significant order backlogs. Our supply chain may also continue to be impacted by damaging weather or acts of nature (including acts of nature caused by climate change). Supply chain disruptions, which may also include capacity constraints, effects of economic downturn, cybersecurity threats, geopolitical uncertainties and other related interferences, could have a material adverse effect on our business, financial condition, cash flows and results of operations.

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 ~~the~~ resulting impacts of increased recruitment costs, wages, ~~and~~ 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 ~~through~~throughout ~~all~~ 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 ~~prove to~~ 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 ~~be able to~~ 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 ~~and~~& services offerings; leverage acquired businesses and assets to grow sales with our existing products; design, develop, and commercialize new products to meet ~~the needs of~~ 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 adecreases ~~decrease~~ in the value of our common stock. Additionally, our management’s attention to the ~~implementation of the~~ strategic plan’s implementation, which includes our ~~efforts at~~ 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 ~~suppliers of~~ chassis suppliers. InIf ~~the event of~~ a ~~disruption in supply from one~~ 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, inif ~~the event of~~ chassis supply ~~disruptions~~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 ~~supply of~~ 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 ~~are~~must ~~required to~~ pay finance or storage charges on such chassis.

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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. Manufacturers compete primarily on ~~the~~product quality ~~of their products~~, customer relationships, service availability and price. Additionally, we face increasing competition to develop innovative products that result in lower emissions. Manufacturing over-capacity and ~~high leverage of~~ 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.

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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, ~~quality of~~ product quality, lead times, geographic proximity to customers, and ~~the ability to manufacture a~~ product ~~customized~~customization ~~to customer specifications~~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.

WeOur ~~continue~~customers toprimarily ~~optimize~~operate ~~and~~in ~~expand~~the ~~our~~truck ~~product~~transportation ~~offerings~~industry, which is a very fluid industry requiring companies to ~~meet~~make ~~our~~frequent ~~customers’~~changes ~~needs~~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 ~~and~~or that we will meet our strategic goals, including sales projections. ~~Companies~~We inmay ~~the~~incur ~~truck~~additional ~~transportation~~product ~~industry,~~development ~~a very fluid industry in which our customers primarily operate~~costs, ~~make~~including ~~frequent~~expenses ~~changes~~related to ~~maximize~~engineering ~~their~~or ~~operations~~design ~~and~~issues ~~profits~~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 ~~2024~~2025 to ~~2044~~2045. We continue to take steps to protect our proprietary rights in our products and ~~the~~production processes ~~used to produce them~~. 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, five truck body facilities in Goshen, Indiana; Cleburne, Texas; Griffin, Georgia; Jonestown, Pennsylvania; and Moreno Valley, California, produce composite products in Lafayette, Indiana, and produce our EcoNexTM Technology products in Little Falls, Minnesota. 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.

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.

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~~Our~~We ~~failure~~face significant risks and challenges to ~~effectively~~our ~~manage,~~business ~~safeguard,~~and ~~design~~prospects as a recent entrant into the leasing and subleasing industry, ~~manufacture~~including, ~~service~~among other things, ~~repair~~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 ~~leased~~fleet ~~(or~~to ~~subleased)~~maximize ~~trailers~~our ~~could~~products’ ~~have~~economic alife ~~material~~and ~~adverse~~the ~~effect~~proceeds onwe receive from product sales. As the needs of our ~~business~~freight leasing customers and the scope of our customers change, ~~financial~~we ~~condition~~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, ~~cash~~we ~~flows~~may ~~and~~not ~~results~~be able to take advantage of ~~operations~~sales and leasing opportunities in certain regions, despite excess inventory in other regions.

~~Our~~If ~~Trailers~~we asdo anot ~~Service~~appropriately ~~(TAAS)SM~~manage ~~initiative~~our ~~includes~~product ~~leased~~fleet’s design, manufacture, repair and ~~subleased~~maintenance, ~~trailers~~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 ~~trailers~~failures ~~and~~may ~~our~~also ~~current~~result in personal injury or property damage claims and ~~future~~termination ~~TAAS~~of ~~initiative~~leases ~~trailers~~or ~~have~~contracts ~~long~~by ~~economic~~customers. ~~lives~~Costs of contract performance, potential litigation and ~~managing~~profits lost from termination could materially adversely affect our ~~evolving~~future ~~trailer~~operating ~~fleet~~results isand cash flows. If a ~~critical~~significant ~~element~~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 ~~leasing~~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.

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, with respect to 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 the economic life of the products 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 shifts in demand. If the distribution of our assets is not aligned with regional demand or there is excess leased equipment in the fleet industry, we may be unable to take advantage of sales and leasing opportunities in certain regions, despite excess inventory in other regions.

If we do not appropriately manage the design, manufacture, repair and maintenance of our product fleet, or if we are unexpectedly unable to complete such repair or maintenance or suffer unexpected losses of equipment 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 joint venture arrangement to create Linq Venture Holdings LLC and related agreements are subject to risks and we may fail to realize all of the expected enhanced revenue, earnings and cash flows.

Our ability to realize all of the expected enhanced revenue, earnings, and cash flows from our agreements related to the creation of Linq Venture Holdings LLC, a jointly owned legal entity, will depend, in substantial part, on each party’s ability to successfully develop, operate, and scale a digital marketplace for the transportation and logistics distribution industry. In connection with this joint venture, the parties ~~plan to~~ use an engaged investor operating model to help accelerate the development and scaling, with a goal to migrate the digital marketplace to us and terminate these relationships in the future. 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 digital marketplace strategy and transition of the related business, 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. Our participation in this joint venture is also subject to the risks that put/call arrangements and other joint venture exit rights could require us to utilize our cash flow, incur additional indebtedness or issue stock to satisfy the payment obligations in respect of such arrangements. As of December 31, 2024, $11.1 million was outstanding under the Wabash Notes.

Additional risks include that we do not have sole decision‑making authority and have a minority right to appoint members to the board of the joint venture, which could require us to expend additional resources on resolving impasses or potential disputes. Our future growth may be limited if we are unable to maintain good relationships or maintain aligned goals with our joint venture partner.

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.

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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, ~~discharge of~~ 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 ~~the employment of~~ 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 ~~increasing~~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. While we source ~~the~~most ~~majority~~ of our materials and components domestically, tariffs and potential tariffs have caused, and may continue to cause, price increases and volatility ~~in prices~~ for domestically sourced goods and materials ~~that~~required ~~we require~~ 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 are, and may in the future be, party to safety-related litigation that could 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.

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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 ~~emissions of~~ greenhouse ~~gases~~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 ~~costs~~or ofincreased compliance, ~~increased~~ 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 ~~demand~~product ~~for our products~~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 ismust ~~required to~~ 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 a prolonged ~~period of~~ global economic weakness, a decline in economic conditions or a slow, weak economic recovery, sustained declines in ~~the price of~~ our common stock price, adverse changes in the regulatory environment, adverse changes in ~~the~~our products’ market share ~~of our products~~, adverse changes in interest rates, or other factors leading to reductions in ~~the~~our expected long-term sales or profitability ~~that we expect~~.

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 Credit Agreement (as defined below). 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 Credit Agreement or changes in the credit our suppliers provide to us, could rapidly exhaust our liquidity.

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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 ~~could~~ 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 affect 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 ~~New~~ Senior Notes and the Credit Agreement (each, as defined below) 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 ~~be used to~~ repay our indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain ~~proceeds in an amount~~ 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 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 December 31, ~~2023~~2024, we had approximately $400.0 million of total indebtedness, and approximately $~~339~~310.95 million of additional borrowings were available and undrawn under the Revolving Credit Agreement (as defined below). We also have other contractual obligations and currently pay a regular quarterly dividend of $0.08 per share, or approximately $4.0 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, or 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;

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▪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;

▪~~The~~Success ~~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 ~~timeframes~~ 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.

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

Certain provisions of the ~~New~~ Senior 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 ~~New~~ Senior Notes will have the right, at their option, to require us to repurchase all of their ~~New~~ Senior Notes, as applicable, or any portion of the principal amount of such ~~New~~ Senior Notes, as applicable. In addition, the indentures governing the ~~New~~ Senior Notes prohibit us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the ~~New~~ Senior Notes. These and other provisions of the ~~New~~ Senior Notes could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to our stockholders.

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

Our ~~New~~ Senior Notes indenture and 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. AsUnder ~~required under~~ our 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 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, ~~2023~~2024, we believe we are in compliance with the provisions of our ~~New~~ Senior Notes indenture and our 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.

Risks Related to an Investment in Our Common Stock

Our common stock has experienced, and may continue to experience, trading price and ~~trading~~ 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 by our competitors;

▪Changes in expectations asfor to our future financial performance or operating results, including financial estimates byor expectations of securities analysts and investors;

▪Operating results that vary from the 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, ~~and~~ senior management and employees from the pursuit of business strategies and adversely affect our results of operations, cash flows and financial condition.

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ITEM 1B—UNRESOLVED STAFF COMMENTS

None.

ITEM 1C—CYBERSECURITY

The Company’s Board of Directors (the “Board”) recognizes the critical importance of maintaining the trust and confidence of our customers, clients, business partners and employees. The Board is actively involved in oversight of the Company’s risk management program, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). The Company’s cybersecurity policies, standards, processes, and practices are aligned with the National Institute of Standards and Technology Cybersecurity Framework and are fully integrated into the Company’s ERM program. In general, the Company seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that the Company collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

Risk Management and Strategy

As one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the following key areas:

Governance: The Board’s oversight of cybersecurity risk management is supported by the Audit Committee of the Board, which regularly interacts with the Company’s General Counsel, ERM committee, the Sr. Director, IT, and executive leadership. The ERM committee is a cross-functional team of high-level leaders that meet at least quarterly to anticipate, identify, prioritize, and manage material risks to the Company’s strategic objectives. It conducts an extensive bi-annual survey and interview process to identify the material risks, and it continues to monitor for any emerging material risks between surveys. The ERM ~~Committee~~committee reports on its findings and activities twice annually to the Audit Committee of the Board. The Company conducts a self-assessment on an annual basis to evaluate performance against the National Institute of Standards and Technology Cybersecurity Framework’s categories and subcategories to help the Company adapt and improve its management of cybersecurity risks.

Collaborative Approach: The Company has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures, including an incident response team, that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. Senior leadership also briefs the Board on information security matters with quarterly updates.

Technical Safeguards: The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, like artificial intelligence platforms with an array of technologies, extensive encryption, firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. The Company’s cybersecurity controls are incorporated into our internal control environment, managed and tested in accordance with the Sarbanes-Oxley Act. When a weakness in the Company’s technical safeguards is identified, the Company works to mitigate and prevent exploitation of the Company’s information.

Incident Response Planning: The Company has ~~established~~developed a comprehensive incident response plan. This plan outlines specific protocols for identifying, ~~maintains~~containing and ~~regularly~~eradicating ~~tests~~cybersecurity incidents and threats to minimize their impact on our operations and stakeholders. A dedicated internal incident response ~~plans~~team ~~that~~is responsible for executing this plan. The plan is regularly tested and updated to address evolving threats and industry best practices. Additionally, the Company’s ~~response~~works with relevant authorities and third-party specialists, as needed, to aenhance cybersecurity ~~incident~~threat response capabilities. The Company also has a cybersecurity risk insurance policy.

Third-Party Risk Management: The Company ~~maintains~~leverages athird ~~comprehensive~~parties that support various operational and technical functions, ~~risk-based~~some ~~approach~~of which require limited access to ~~identifying~~internal systems and ~~overseeing~~data. ~~cybersecurity~~The ~~risks~~Company ~~presented~~has byimplemented a comprehensive third-party ~~parties,~~risk ~~including~~management ~~vendors~~program that includes vendor assessments, ~~service~~contractual ~~providers~~requirements and ~~other~~ongoing ~~external~~third-party ~~users~~monitoring ofto ~~the~~mitigate ~~Company’s~~these ~~systems,~~risks asand ~~well~~ensure ascompliance ~~the~~with ~~systems~~security ofpolicies ~~third~~and ~~parties~~industry ~~that~~standards. ~~could~~All ~~adversely~~third-party ~~impact~~access ~~our~~is ~~business~~protected inand managed by the ~~event~~same ofsecurity acontrols, ~~cybersecurity~~processes ~~incident~~and ~~affecting~~policies ~~those~~used ~~third-party~~by ~~systems.~~the Company for internal accounts.

Education and Awareness: The Company employs a variety of security-focused training/awareness practices to equip the Company’s personnel with effective tools to address cybersecurity threats. Information Technology (“IT”) and cybersecurity-based training is performed during employee on-boarding to communicate the Company’s evolving information security policies, standards, processes and practices. Phishing simulations are performed on a monthly basis and Company-wide notifications and/or cyber awareness messages are sent on an as-needed basis.

The Audit Committee also surveys data and factors that impact costs and incident response efforts.

Governance

The Board, in coordination with the Audit Committee, oversees the Company’s ERM process, including the management of risks arising from cybersecurity threats. The Board and the Audit Committee each receive regular presentations and reports on cybersecurity risks from the Sr. Director, IT. The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. On an annual basis, the Board and the Audit Committee discuss the Company’s approach to cybersecurity risk management with members of management.

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Education and Awareness: The Company employs a variety of security-focused training/awareness practices to equip the Company’s personnel with effective tools to address cybersecurity threats. Information Technology (“IT”) and cybersecurity-based training is performed during employee on-boarding to communicate the Company’s evolving information security policies, standards, processes and practices. Additional personnel training occurs on an ongoing basis. The Company also regularly conducts tabletop exercises for security scenarios, including both leadership-focused exercises and IT-driven exercises. Phishing simulations are performed on a monthly basis and Company-wide notifications and/or cyber awareness messages are sent on an as-needed basis.

The Audit Committee also surveys data and factors that impact costs and incident response efforts.

Governance

The Board, in coordination with the Audit Committee, oversees the Company’s ERM process, including the management of risks arising from cybersecurity threats. The Board and the Audit Committee each receive regular presentations and reports on cybersecurity risks from the Sr. Director, IT. The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. The Board and the Audit Committee regularly discuss topics that include regulatory compliance, incident response and data privacy and on at least an annual basis, discuss the Company’s approach to cybersecurity risk management with members of management.

The Sr. Director, IT, in coordination with management, works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response plans. Risks are evaluated with cross functional input using external guidance, risk matrices, governmental guidelines, and other cybersecurity best practices. This evaluation is shared with executive leadership via the ERM committee and through regular updates provided by the Sr. Director, IT.

To facilitate the success of the Company’s cybersecurity risk management program, multidisciplinary processes and controls are in place to address cybersecurity threats and to respond to cybersecurity incidents. Through ongoing communications with the ERM committee and the cybersecurity team, management monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time and reports such threats and incidents to the Audit Committee when appropriate.

The Sr. Director, IT holds a chief information security officer certification from Heinze College at Carnegie Mellon and has over 15 years of cybersecurity experience.

The Company has not experienced a material information security breach in the last three years.

The Company has not experienced a material third-party information security breach.

Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company, including its business strategy, results of operations or financial condition. For a discussion of whether and how any risks from cybersecurity threats are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition, refer to Part I, Item 1A, “Risk Factors” - “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,” which is incorporated by reference into this Item 1C.

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ITEM 2—PROPERTIES

We have manufacturing and retail operations located throughout the United States as well as a facility in Mexico. Properties owned by Wabash are subject to security interests held by our lenders. We believe the facilities we are now using, as well as any planned capacity expansions, are adequate and suitable for our current business operations and the currently foreseeable level of operations. The following table provides information regarding the locations of our major facilities. In addition to the locations listed below, we have other facilities in the United States.

Location

Owned or Leased

Description of Primary Activities at Location

Primary Segment and Products

Cadiz, Kentucky

Owned

Manufacturing

Transportation Solutions (Platform Trailers)

Cleburne, Texas

Owned/Leased

Manufacturing

Transportation Solutions and Parts & Services (Truck Bodies)

Fond du Lac, Wisconsin

Owned

Manufacturing

Transportation Solutions and Parts & Services (Tank Trailers)

Goshen, Indiana

Owned

Manufacturing

Transportation Solutions and Parts & Services (Truck Bodies)

Griffin, Georgia

Owned

Manufacturing

Transportation Solutions and Parts & Services (Truck Bodies)

Jonestown, Pennsylvania

Owned/Leased

Manufacturing

Transportation Solutions and Parts & Services (Truck Bodies)

Lafayette, Indiana

Owned/Leased

Corporate Headquarters, Manufacturing

Transportation Solutions and Parts & Services (Van Trailer Products)

Moreno Valley, California

Owned/Leased

Manufacturing

Transportation Solutions (Truck Bodies)

New Lisbon, Wisconsin

Owned

Manufacturing

Transportation Solutions and Parts & Services (Tank Trailers & Engineered Products)

San José Iturbide, Mexico

Owned

Manufacturing

Transportation Solutions (Tank Trailers)

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ITEM 3—LEGAL PROCEEDINGS

As of December 31, ~~2023~~2024, wethe ~~were~~Company was named as a defendant or ~~were~~was otherwise involved in numerous legal proceedings and governmental examinations, including class action lawsuits, in connection with the conduct of ~~our~~its business activities, in various jurisdictions, both in the United States and internationally. Accrual for losses have been recorded ~~for~~in ~~those~~accordance ~~matters~~with ~~deemed both probable and reasonably estimated~~GAAP. On the basis of information currently available to usit, management does not believe that existing proceedings and investigations will have a material impact on our consolidated financial condition or liquidity if determined in a manner adverse to usthe Company. However, such matters are unpredictable, and we could incur judgments or enter into settlements for current or future claims that could materially and adversely affect our financial statements. Costs associated with the litigation and settlements of legal matters are reported within General and administrative expenses in the Consolidated Statements of Operations.

Legal Matter Estimated Liability

AsThe ofCompany ~~September~~has ~~30,~~been ~~2023, we were~~ named as a defendant in California state court in ~~two~~three purported class action lawsuits, alleging wage and hour claims under California-specific employment laws: one that remains pending (~~collectively~~“Pending Class Action”), and two which were resolved in the first quarter of 2024 (collectively “~~Matters~~Closed Class Action”). The defense of ~~both~~the Closed Class Action lawsuits iswere being handled ~~conjunctively~~in conjunction with one another. During the three months ended March 31, 2023, in accordance with ASC 450, wethe Company concluded a liability related to the Matters was probable and estimable. As such, an estimated liability of $3.0 million iswas included in General & administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2023. During the second quarter of 2023, wethe Company reached an agreement to resolve the Closed Class Action Matters via settlement for an amount materially consistent with the estimated liability. The settlement proceeds ~~will~~were be paid in the first quarter of 2024, and the Company received confirmation on February 20, 2024 that the administrator received the settlement payment. Those matters are now closed.

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Product Liability Claims

WeThe ~~have~~Company is and has been, and may in the future be, subject to product liability claims and litigation incidental to ~~our~~the Company’s normal operating activities. ~~The~~On ~~ultimate~~October ~~outcome~~6, 2020, the Company was named as a co-defendant in a lawsuit, Eileen Williams, Elizabeth Perkins, et al. v. Wabash National Corporation, et al., filed in the Circuit Court of ~~such~~the ~~claims~~City of St. Louis, Missouri (the “Product Liability Matter”). On September 5, 2024, a jury awarded compensatory damages of $12.0 million and ~~litigation~~punitive ~~cannot~~damages beof ~~predicted~~$450 million (the “Award”) against the Company in the Product Liability Matter. On November 22, 2024, applying an offset related to the plaintiff’s settlement with ~~any~~a ~~certainty~~separate ~~and~~defendant, ~~any~~the ~~such~~Circuit ~~claim~~Court orentered ~~litigation~~judgment ~~could~~in ~~materially~~the Product Liability Matter consisting of compensatory damages of $11.5 million and ~~adversely~~punitive ~~affect~~damages ~~our~~of ~~financial~~$450 million. ~~condition~~The case related to a 2019 motor vehicle accident in which a passenger vehicle with an unobstructed view struck the back of a nearly stopped 2004 Wabash trailer that was operated by co-defendant GDS Express Inc. at the time of the accident. The evidence was undisputed that the trailer fully complied with all applicable regulations. Based on the Award, ~~results~~as of ~~operations~~December 31, 2024, the Company has recognized an aggregate liability for this matter of $461.5 million included in the Company’s Consolidated Balance Sheet within Other non-current liabilities. The Company believes that the compensatory damages will be covered by the Company’s insurance policies and ~~cash~~recorded ~~flows~~a $11.5 million receivable included in Other assets in the Company’s Consolidated Balance Sheet as of December 31, 2024.

The Company believes the Award is abnormally high and the verdict is not supported by the facts or the law. Among other things, and despite precedent to the contrary, the jury was prevented from hearing critical evidence in the case, including that the driver’s blood alcohol level was over the legal limit at the time of the accident. The fact that neither the driver nor his passenger was wearing a seatbelt was also kept from the jury, even though plaintiffs argued both would have survived a 55-mile-per-hour collision had the vehicle not broken through the trailer’s rear impact guard. There will be post-trial proceedings before the court enters a final judgment for purpose of appeal, and the Company will be evaluating all available legal options.

The ultimate outcome of such claims and litigation, including the Product Liability Matter, cannot be predicted with any certainty and any such claim or litigation could materially and adversely affect the Company’s financial condition, results of operations and cash flows.

Environmental Disputes

In August 2014, wethe Company received notice as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control (the “DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and corresponding South Carolina statutes. PRPs include parties identified through manifest records as having contributed to deliveries of hazardous substances to the Philip Services Site between 1979 and 1999. The DHEC’s allegation that wethe ~~were~~Company was a PRP arises out of four manifest entries in 1989 under the name of a company unaffiliated with Wabash National Corporation (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in August 2014 that it was offering usthe Company the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the DHEC. WeThe ~~have~~Company has accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to ~~our~~the Company’s financial condition and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by usthe Company thereunder is not expected to have a material adverse effect on ~~our~~the Company’s financial condition or results of operations.

On November 13, 2019, wethe Company received a notice that weit ~~were~~was considered one of several PRPs by the Indiana Department of Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at a property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). WeThe ~~have~~Company has never owned or operated the Site, but the Site is near certain of ~~our~~the Company’s owned properties. In 2020, wethe Company agreed to implement a limited work plan to further investigate the source of the contamination at the Site and worked with IDEM and other PRPs to finalize the terms of the work plan. WeThe Company submitted ~~our~~its initial site investigation report to IDEM during the third quarter of 2020, indicating that the data collected by ~~our~~the Company’s consultant confirmed that ~~our~~the Company’s properties are not the source of contamination at the Site. In December 2021, after completing further groundwater sampling work, wethe Company submitted to IDEM a supplemental written report, which again stated that wethe ~~are~~Company is not a responsible party and ~~our~~the Company’s properties are not a source of any contamination. In June 2022, wethe Company and other PRPs finalized Work Plan Addendum No. 3, which provided for additional groundwater sampling on another PRP property. WeThe Company completed all additional sampling ~~between~~and ~~the~~submitted ~~second~~supplemental ~~quarter~~reports ~~and~~to ~~fourth~~IDEM ~~quarter~~as of ~~2023,~~the ~~and~~first ~~all~~quarter of 2024. All available information ~~establishes~~and reports establish there is no source of any contamination on ~~our~~the Company’s owned properties. As of December 31, ~~2023~~2024, based on the information available, wethe doCompany does not expect this matter to have a material adverse effect on ~~our~~its financial condition or results of operations.

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ITEM 4—MINE SAFETY DISCLOSURES

Not Applicable.

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PART II

ITEM 5—MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Information Regarding our Common Stock

Our common stock is traded on the New York Stock Exchange under the ticker symbol “WNC.” The number of record holders of our common stock at February 1513, ~~2024~~2025 was ~~508~~466.

In December 2016, our Board of Directors approved the reinstatement of a dividend program under which we pay regular quarterly cash dividends to holders of our common stock. Prior to 2017, no dividends had been paid since the third quarter of 2008. Payments of cash dividends depends on our future earnings, capital availability, financial condition, and the discretion of our Board of Directors.

Our Certificate of Incorporation, as amended and approved by our stockholders, authorizes 225 million shares of capital stock, consisting of 200 million shares of common stock, par value $0.01 per share, and 25 million shares of preferred stock, par value $0.01 per share.

Performance Graph

The following graph shows a comparison of cumulative total returns for an investment in our common stock, the S&P 500 Composite Index, and the Dow Jones Transportation Index. It covers the period commencing December 31, ~~2018~~2019 and ending December 31, ~~2023~~2024. The graph assumes that the value for the investment in our common stock and in each index was $100 on December 31, ~~2018~~2019.

Comparative of Cumulative Total Return

December 31, ~~2018~~2019 through December 31, ~~2023~~2024

among Wabash National Corporation, the S&P 500 Index,

and the Dow Jones Transportation Index

Base PeriodDecember 31,

Indexed ReturnsYears ended December 31,

Company/Index

~~2018~~2019

~~2019~~2020

~~2020~~2021

~~2021~~2022

~~2022~~2023

~~2023~~2024

Wabash National Corporation

$100.00

$~~115~~118.4692

$137.3102

$~~158~~160.1594

$~~185~~184.6972

$~~213~~125.0756

S&P 500 Index

$100.00

$~~128~~116.8826

$~~149~~147.8352

$~~190~~118.1384

$~~153~~147.1664

$~~190~~182.2705

Dow Jones Transportation Index

$100.00

$~~118~~114.8773

$~~136~~151.3816

$~~179~~122.6985

$~~146~~145.0384

$~~173~~145.3782

3334

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Purchases of Our Equity Securities

On February 15, 2024, we announced that our Board of Directors approved the repurchase of an additional $150 million in shares of common stock over a three-year period. This authorization was an increase to the previous $150 million repurchase program approved in August 2021 and the previous $100 million repurchase programs approved in November 2018, February 2017, and February 2016. The repurchase program is set to expire in February 2027. Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts determined by us. During the fourth quarter of ~~2023~~2024, there were ~~904~~456,~~899~~747 shares repurchased pursuant to our repurchase program. As of December 31, ~~2023~~2024, $38124.52 million remained available under the program. Additionally, for the quarter ended December 31, ~~2023~~2024, there were ~~364~~684 shares surrendered or withheld to cover minimum employee tax withholding obligations generally upon the vesting of restricted stock awards.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Amount That May Yet Be Purchased Under the Plans or Programs($ in millions)
October 2023	361,644	$	21.32	361,280	$	51.1
October 2024	33,906	$	17.91	33,373	$	132.2
November 2023	342,899	$	21.44	342,899	$	43.6
November 2024	204,952	$	19.11	204,952	$	128.3
December 2023	200,720	$	25.14	200,720	$	38.5
December 2024	218,573	$	18.44	218,422	$	124.2
Total	~~905~~457,~~263~~431	$	2218.2170	~~904~~456,~~899~~747	$	38124.52

ITEM 6—RESERVED

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ITEM 7—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the matters that we consider to be important to understanding the results of our operations for ~~each of~~ the ~~two~~ years inending ~~the~~December 31, ~~period~~2024 ~~ended~~and December 31, 2023. In addition, ~~and~~we address our capital resources and liquidity as of December 31, ~~2023~~2024. Our discussion begins with our assessment of the condition of the North American trailer industry along with a summary of the actions we have taken to strengthen the Company. We then analyze the results of our operations for the last two years, including trends in the overall business and our operating segments, followed by a discussion of our cash flows and liquidity, capital market events, our debt obligations, and our contractual commitments. We conclude with a review of critical accounting judgments and estimates and information on recent accounting pronouncements that we adopted during the year, if any, as well as those not yet adopted that may have an impact on our financial accounting practices, if any.

For discussion of results of operations for the year ended December 31, ~~2022~~2023 compared to the results of operations for the year ended December 31, ~~2021~~2022, see Part II, Item 7,—”Management's Discussion and Analysis of Financial Condition and Results of Operations” of our ~~2022~~2023 Annual Report on Form 10-K, filed with the SEC on February 2322, ~~2023~~2024.

Executive Summary

~~The~~In ~~most~~2024, ~~recent~~the ~~estimates~~company ~~from~~continued to build on our record setting financial and strategic accomplishments of 2023 by demonstrating improved resilience during an industry ~~forecasters~~down-cycle ~~ACT~~and ~~Research~~maintaining Coa forward posture by continuing to invest in strategic growth in a manner that's unprecedented relative to market conditions. ~~(“ACT”)~~Operating loss in 2024 totaled $356.1 million and ~~FTR~~the ~~Associates~~operating margin was (~~“FTR”~~18.3)%. ~~indicate~~The ~~total~~Company’s ~~United~~operating ~~States~~loss ~~trailer~~includes ~~production~~a ~~levels~~$450.0 million non-cash charge for ~~2023~~punitive ofdamages ~~approximately~~stemming ~~311,000~~from ~~and~~the ~~322,000,~~Product ~~respectively,~~Liability ~~which~~Matter ~~represents~~as anfurther ~~increase~~described ofin ~~approximately~~Note ~~0.8%~~14 ~~and~~in 4the Notes to Consolidated Financial Statements.~~4%,~~ ~~respectively,~~Additional ~~from~~discussion ~~2022~~related ~~production~~to ~~levels~~financial results are included in the “Results of Operations” section below.

~~Current~~Throughout ~~estimates~~2024, ~~from~~we ~~ACT~~have continued to create more points of connection with our customers with greater focus on Parts & Services as well as innovative offerings like Trailers as a Service (TaaS)℠ that allow us to add recurring, longer-term value beyond an initial transaction. These advancements have not only deepened our customer engagement but have also enriched our collaborations with supplier and ~~FTR~~technology ~~for~~partners. ~~2024~~We ~~United~~have ~~States~~solidified ~~trailer~~specific ~~production~~partnerships that are ~~254~~enabling us to grow our recurring revenue within the transportation,~~000~~ logistics and ~~240,000,~~infrastructure ~~respectively,~~ecosystem. ~~representing~~Our ~~decreases~~Wabash ~~from~~Parts ~~2023~~joint venture rapidly established significant distribution capabilities that allow our dealer network efficient access to our comprehensive portfolio of ~~approximately~~aftermarket 18parts.2% ~~and~~Linq ~~25.5%~~Venture Holdings, ~~respectively.~~LLC ~~These~~continues ~~estimates~~to ~~are~~play ~~generally~~a crucial role in~~-line~~ ~~with~~advancing our ~~expectations~~digital ascapabilities, ~~trailer~~which ~~manufacturers~~aim ~~manage~~to revolutionize the online experience for our dealers, traditional and non-traditional suppliers of both parts and services and a ~~softening~~broad set of ~~2024~~customers ~~demand~~spanning ~~compared~~across the vast transportation and logistics landscape. Additionally, our 2023 investment to ~~previous~~add ~~years~~20% more dry van manufacturing capacity has reinforced our go-to-market strategy with a portfolio-based selling approach that leverages the breadth of our products.

In addition, ACT is forecasting annual new trailer production levels for 2025, 2026, 2027, and 2028 of approximately 291,000, 296,000, 309,000, and 300,000, respectively. These estimates are generally more consistent with historical trailer industry production levels, and in some years higher than historical production levels. However, overall economic uncertainty and softening demand in the industry for certain of our products could continue to impact these estimates. This uncertainty and softening are evident in the ACT and FTR forecasts, particularly for 2024 production. However, we 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.

Despite uncertainty over the past several years due to the COVID-19 pandemic and related impacts, primarily centered around supply chain disruptions and labor shortages, we have maintained a solid position from a liquidity perspective. While we are focused in the near-term on executing on demand that has fallen back to a more normalized environment, we continue to work on strategic initiatives to profitably grow the Company in the long-term. In 2023, we added 20% more dry van manufacturing capacity which we believe will allow us to go-to-market with a portfolio-based selling approach that leverages the breadth of our products. We have also created more points of connection with our customers with greater focus on Parts & Services as well as innovative offerings like Trailers as a Service that allow us to add recurring, longer-term value beyond an initial transaction. These advancements have not only deepened our customer engagement but have also enriched our collaborations with supplier and technology partners. We have solidified specific partnerships that are enabling us to grow our recurring revenue within the transportation, logistics and distribution ecosystem. Our Wabash Parts joint venture rapidly established significant distribution capabilities that allow our dealer network efficient access to our comprehensive portfolio of aftermarket parts. Fernweh Group is now playing a crucial role in advancing our digital capabilities, which aim to revolutionize the online experience for our dealers, traditional and non-traditional suppliers of both parts and services and a broad set of customers spanning across the vast transportation and logistics landscape.

The Company’s record operating performance throughout 2023 highlights the success of our adaptability, balanced growth, and diversification, all of which are driven by our long-term strategic plan to transform the Company into the visionary leader of connected solutions for the transportation, logistics, and distribution industries. In December 2023, Wabash was named to Forbes list of America’s Most Successful Small-Cap Companies 2024. Operating income in 2023 totaled a Wabash record $311.9 million and operating margin was 12.3%, both of which are significant increases from 2022 driven in part by record sales and strong demand for our products. Additional discussion related to financial results are included in the “Results of Operations” section below.

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In addition to our commitment to sustain profitable growth within each of our existing reporting segments, our long-term strategic initiatives include a focus on diversification efforts, both organic and strategic, to continue to transform Wabash into a lean, visionary leader of connected solutions with a higher growth and margin profile to successfully deliver a greater value to our shareholders. Our strategy is centered around our ability to scale core competencies by growing in and around core markets with known customers~~—this strategy is evidenced by our multi-year order agreement with J~~.~~B. Hunt Transport Inc., which we announced in January 2023.~~

~~Key strategic initiatives include, but are not limited to, cold chain, recurrent revenue, and logistics network efficiency.~~ Our ability to generate solid margins and cash flows and a healthy balance sheet should position the Company with ample resources to (1) fund our internal capital needs to support both organic growth and productivity improvements, (2) optimize our debt leverage and other financial ratios, (3) return capital to shareholders, and (4) selectively pursue strategic acquisitions. We will continue our internal effort to strategically identify potential acquisition or partnership targets that we believe can create shareholder value and accelerate our growth and diversification efforts, while leveraging our strong competencies in manufacturing execution, sourcing and innovative engineering leadership to assure strong value creation. Organically, our focus is on profitably growing and diversifying our operations through leveraging our existing assets, capabilities, and technology into higher margin products and markets and thereby providing value-added customer solutions.

Throughout ~~2023~~2024, we demonstrated our commitment to bebeing responsible stewards of the business by maintaining a balanced approach to capital allocation. ~~Our~~The ~~operational~~resilience ~~performance,~~of ~~healthy~~our ~~backlog,~~operations ~~industry~~and ~~outlook,~~our ~~and~~strong financial position provided us the opportunity to take specific actions as part of ~~the~~our ongoing commitment to prudently manage the overall financial risks of the Company, returning capital to our shareholders, and deleveraging our balance sheet. These actions included repurchasing $6664.64 million (inclusive of excise tax) of common stock under the share repurchase program approved by our Board of Directors and paying dividends of $1514.98 million. In addition, as further described in the “Liquidity and Capital Resources” section below, in September 2022 we amended our Revolving Credit Agreement. The amendment increased the total credit facility to $350 million, extended the maturity to September 2027, which is the nearest maturity date of our long-term debt, and as of December 31, ~~2023~~2024, there were no amounts outstanding under the Revolving Credit Agreement. ~~During the fourth quarter of 2023, our credit rating was upgraded by Moody’s which followed another upgrade by S&P earlier in the year.~~ Collectively, these actions demonstrate our confidence in the financial outlook of the Company and our ability to generate cash flow, both near and long term, and reinforce our overall commitment to deliver shareholder value while maintaining the flexibility to continue to execute our strategic plan for profitable growth and diversification.

In addition to overall industry risks, there are downside risks relating to issues with both the domestic and global economies, including the housing, energy, and construction-related markets in the U.S. Other potential risks as we proceed into ~~2024~~2025 primarily relate to the fact that 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 with Hydro, Ryerson and Rockland Flooring, at 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 a historically normalized overall demand level while maintaining or growing margins through improvements in product pricing as well as productivity and other operational excellence initiatives.

As we enter ~~2024~~2025, 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~~infrastructure industries because: (1) our core customers are among the major participants in these industries; (2) our technology and innovation provides 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~~infrastructure markets. By continuing to be ana ~~innovation~~premier ~~leader~~provider inof diverse solutions aimed at optimizing end-to-end supply chains across the transportation, logistics, and ~~distribution~~infrastructure industries we expect to leverage our existing assets and capabilities into higher margin products and markets by delivering connected value-added customer solutions.

Operating Performance

We generally measure our operating performance in five key areas – Safety/Morale, Quality, Delivery, Cost Reduction, and Environment. We maintain a continuous improvement mindset in each of these key performance areas.

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Safety/Morale. The safety of our employees is our number one priority. We demonstrate this core value by working on innovations to protect the people who operate our equipment and partnering with others to promote higher standards in transportation and manufacturing. We continually focus on reducing the severity and frequency of workplace injuries to create a safe environment for our employees and minimize workers compensation costs. We believe that our improved environmental, health, and safety management translates into higher labor productivity and lower costs as a result of less time away from work and improved system management. See the “Human Capital Resources and Management” section in Part I, Item 1, "Business" of this Annual Report on Form 10-K for additional detail on our commitment to safety and human capital.

Quality. Our commitment to quality and safety is backed by a robust concern reporting system and associated processes. Any Wabash employee can report a potential safety-related concern that could cause unreasonable risk of harm to our customers. Potential or reported safety concerns are routed to a cross-functional Product Safety Team that includes members from Quality, Warranty, Engineering, Sales and Strategic Sourcing. The Product Safety Team investigates submissions and serves as an initial filter of potential safety issues. Issues that need to be escalated are sent to the Product Safety Council, which consists of executive team members who will coach and give final direction to the Product Safety Team. We monitor product quality on a continual basis through a number of means for both internal and external performance as follows:

▪Internal performance. Key process indicators for our quality measurement include both First Time Quality (“FTQ”) and Defects Per Unit (“DPU”). FTQ is a performance metric that measures the impact of all aspects of the business on our ability to ship our products at the end of the production process and DPU is a measurement of defects found at the end of the production process. As with previous years, the expectations of the highest quality product continue to increase while maintaining FTQ performance and reducing rework. In addition, we currently maintain ISO 9001 registrations at our Lafayette, Indiana (since 2012) and Cadiz, Kentucky facilities (since 2014).

▪External performance. We actively track our warranty claims and costs to identify and drive improvement opportunities in quality and reliability for our customers. Early life-cycle warranty claims for our van trailers are trended for performance monitoring. Using a unit-based warranty reporting process to track performance and document failure rates, early life-cycle warranty units per 100 van trailers shipped averaged approximately 12.8, 12.56, and 1.98 units in ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively. Continued low claim rates have been driven by our successful execution of continuous improvement programs centered on process variation reduction and responding to the input from our customers. We expect that these activities will continue to ~~drive~~allow ~~down~~us to manage our total warranty cost profile.

In addition to managing a robust quality management system for Wabash’s operations for internal and external performance, we expect all direct and indirect suppliers to meet certain standards of quality, engineering, delivery, and management. Our supplier audit process is a comprehensive assessment performed at the supplier’s facility focusing on their system capabilities and how they measure to Wabash’s established requirements. Based on a supplier’s overall rating, action plans are developed to identify improvement opportunities, corrective actions, and timelines to ensure proper closure.

Delivery/Productivity. We measure productivity on many fronts. Some key indicators include production line throughput, labor hours per trailer or truck body, labor cost as a percentage of revenue, scrap rates, and inventory levels. Improvements over the last several years in these areas have translated into significant improvements in our ability to better manage inventory flow, control costs, and analyze material and contribution margins.

▪During the past several years, we have focused on productivity enhancements across all of our product lines within manufacturing assembly and sub-assembly areas through developing the capability for mixed model production.

▪Through deployment of the Wabash Management System (“WMS”), all of our business reporting segments have focused on increasing velocity at all our manufacturing locations. We have engaged in extensive lean training and over the last three years have deployed purposeful capital to accelerate our productivity initiatives.

▪Our manufacturing leadership teams have developed competencies to isolate process constraints, and then address those constraints through multiple avenues that drive additional throughput and cost reductions.

Cost Reduction and our Operating System. The WMS allows us to develop and scale high standards of excellence across the organization. We believe in our One Wabash approach and standardized processes to drive and monitor performance inside our manufacturing facilities. Continuous improvement is a fundamental component of our operational excellence focus. Our focus on leveraging One Wabash and the WMS mindset across the Company, for example, has allowed us to make strides in all areas of manufacturing including safety, quality, on-time delivery, cost reduction, employee morale, and environment. We continue to maintain focus on continuous improvement. In the past several years, we made adjustments throughout our processes to align variable and fixed costs with capacity and created leaner internal processes in multiple areas. In addition, we continued to invest capital in our processes to reduce variable cost, lowered inherent safety risk in our processes, improved overall consistency in our manufacturing processes, and maintained our assets to capitalize on any economic and/or industry upswings.

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Environment. We have been on a sustainability journey since the Company’s inception. Uniquely incentivized to improve product designs by utilizing new composite materials to reduce the weight and improve the durability of our products, we are a leader in creating value for customers by facilitating improved fuel efficiency and ensuring the quality and longevity of our equipment. We commit to our employees, customers and shareholders to manage all of our business activities in a responsible manner with respect for the environment through pollution prevention and with our highest priority being the health and safety of our employees. Energy conservation efforts are another critical part of our commitment to continuous improvement and environmental stewardship, and we require energy conservation efforts across all of our facilities. This policy includes improving operational efficiency as well as upgrading to energy-conserving equipment where possible.

We demonstrate our commitment to sustainability by maintaining ISO 14001 registration of our Environmental Management System at our Lafayette, Indiana; Cadiz, Kentucky; San José Iturbide, Mexico; and Harrison, Arkansas locations. In 2005, our Lafayette, Indiana facility was one of the first trailer manufacturing operations in the world to be ISO 14001 registered. Being ISO 14001 registered requires us to demonstrate quantifiable and third-party verified environmental improvements. In addition, our San José Iturbide, Mexico facility was recognized with Clean Industry certification from Mexico’s Federal Agency of Environmental Protection for adhering to environmental care in its manufacturing processes.

During ~~2022~~2023, our recycling programs and use of recycled materials saved ~~346~~336,000 cubic yards of landfill space (ana ~~increase~~decrease of ~~49,000, or 17~~2.7%, from ~~2021~~2022), 8582,~~700~~122,000 kilowatt-hours of electricity (ana ~~increase~~decrease of ~~21,400,000, or 33~~4.2%, from ~~2021~~2022), 8380,000 metric tons of greenhouse gas emissions (ana ~~increase~~decrease of ~~26,300, or 46~~3.6%, from ~~2021~~2022), and 3840,000 mature trees (an increase of 6~~,800, or 22~~.1%, from 2021). In addition, in December ~~2023~~2024, we were recognized among Newsweek’s America’s Most Responsible Companies ~~2024~~2025.

Additionally, Wabash views remanufacturing as an opportunity to help customers extend the useful life of their equipment, which reduces the amount of raw materials needed to produce new machinery. In ~~2022~~2023, revenue from remanufacturing totaled approximately $1012.48 million (an increase of 23.1% from 2022).

In addition, manufacturers across multiple industries choose our proprietary DuraPlate® composite technology for its versatility and strength. Each DuraPlate® panel and product contains between 15% and 30% post-consumer resin (“PCR”). By using PCR in the manufacture of DuraPlate®, Wabash has diverted the equivalent of more than 1.786 billion plastic bottles from landfills including ~~130~~127 million bottles in ~~2022~~2023. Furthermore, at the end of the product lifespan, DuraPlate® is ~~100%~~ recyclable.

Our annual Corporate Responsibility Report is available on our website (ir.onewabash.com) and references the ongoing environmental, social, and governance (“ESG”) initiatives that demonstrate our commitment to sustainability and social responsibility. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual Report on Form 10-K unless expressly noted.

Industry Trends

Trucking in the U.S., according to the American Trucking Association (“ATA”), was estimated to be a $~~940.8~~906 billion industry in ~~2022~~2024, representing ~~approximately 81% of the total U.S. transportation industry revenue. From~~ a ~~financial~~decrease ~~(e.g., value) industry perspective, this represents an increase~~ of approximately ~~7.5~~4% from ATA’s ~~2021~~2023 estimate ~~and is consistent with the prior year as a percentage of the total U~~.S. transportation industry revenue (81% in both 2022 and 2021). Furthermore, ATA estimates that approximately 72.6% of all domestic freight tonnage in 2022 was carried by trucks, and 327.5 billion miles were traveled by registered trucks in 2021. Trailer demand is a direct function of the amount of freight to be transported. To monitor the state of the industry, we evaluate a number of indicators related to trailer manufacturing and the transportation industry. Recent trends we have observed include the following:

Transportation / Trailer Cycle. The trailer industry generally follows the transportation industry cycles. ~~Data~~The ~~related~~most torecent ~~new~~estimates from industry forecasters ACT Research Co. (“ACT”) and FTR Associates (“FTR”) indicate total United States trailer ~~shipments~~production ~~over~~levels ~~the~~for ~~last~~2024 ~~nine~~of ~~years~~approximately is235,000 ~~shown~~and ~~below~~224,000, respectively, which represents a decrease of approximately 26.1% and 28.7%, respectively, from 2023 production levels.

	2015		2016		2017		2018		2019		2020		2021		2022		2023
New Trailer Shipments	308,000		286,000		290,000		323,000		328,000		210,000		265,000		302,000		311,000
Year-Over-Year Change (%)	14	%	(7)	%	1	%	11	%	2	%	(36)	%	26	%	14	%	3	%

Current estimates from ACT and FTR for 2025 United States trailer production are 217,000 and 234,000, respectively, representing a decrease of approximately 7.7% and an increase of 4.5%, respectively, versus 2024. These estimates are generally in-line with our expectations as trailer manufacturers manage a continued softening of 2025 demand compared to previous years.

~~The~~ACT ~~most~~is ~~recent~~forecasting ~~estimates~~annual ~~from~~new ~~industry~~trailer ~~forecasters~~production ~~ACT~~levels ~~Research~~for ~~Co.~~2026, ~~(“ACT”)~~2027, 2028, and ~~FTR~~2029 ~~Associates~~of (“approximately 255,000, 302,000, 307,000, and 289,000, respectively. In addition, FTR”) ~~indicate~~is ~~total~~forecasting ~~United~~annual ~~States~~new trailer production levels ~~for~~of ~~2023~~280,000 ofin ~~approximately~~2026. ~~311~~These estimates are generally more consistent with historical trailer industry production levels,~~000~~ and ~~322,000,~~in ~~respectively~~some years higher than historical production levels. However, ~~which~~overall ~~each~~economic ~~represent~~uncertainty anand ~~increase~~softening demand in the industry for certain of ~~approximately~~our 0products could continue to impact these estimates.8% This uncertainty and 4softening are evident in the ACT and FTR forecasts, particularly for 2025 production.4% However, ~~respectively~~we 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, ~~from~~liquidity ~~2022~~profile, ~~production~~and ~~levels~~diversification.

Current estimates from ACT and FTR for 2024 United States trailer production are 254,000 and 240,000, respectively, representing a decrease from 2023 of approximately 18.2% and 25.5%, respectively. These estimates are generally in-line with our expectations as trailer manufacturers manage a softening 2024 demand compared to previous years.

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Transportation Regulations and Legislation. There are several different areas within both federal and state government regulations and legislation that are expected to have an impact on trailer demand, including:

▪On July 15, 2022, the National Highway Traffic Safety Administration (“NHTSA”) issued the final rule to upgrade Federal Motor Vehicle Safety Standard (“FMVSS”) No. 223, ‘‘Rear impact guards,’’ and FMVSS No. 224, ‘‘Rear impact protection,’’ which together provide protection for occupants of passenger vehicles in crashes into the rear of trailers. This final rule adopts requirements of Canada Motor Vehicle Safety Standard (“CMVSS”) No. 223, ‘‘Rear impact guards’’ for energy absorption, loadings, and the definition for rear extremity. Additionally, it defines anrequirements ~~acceptable~~for ~~elimination~~maintaining of load ~~path~~paths during the energy absorption test. The final rule became effective on January 11, 2023, with a compliance date of July 15, 2024. ~~The~~All ~~majority~~Wabash ofvan, ~~our~~tank, and platform trailer products ~~comply~~were certified to be compliant with the final rule, ~~while~~before ~~certain tank trailer configurations are being validated to ensure compliance by~~ July 2024 when the rule ~~becomes~~enforcement ~~effective~~began.

▪OnThe ~~May 14, 2022, the~~ Canadian Department of the Environment ~~announced~~continues anto ~~interim~~delay ~~order delaying~~ the trailer portions of Canada’s greenhouse gas regulations (“GHG2”) ~~until mid-2024 at the earliest~~, essentially following the California Air Resource Board (“CARB”) who will provide at least a six-month notice prior to commencement of enforcing GHG2. This rule mirrored the EPA GHG2 regulations and would only apply to Wabash trailers registered in Canada.

▪InOn December ~~2017~~3, ~~the~~2019, CARB ~~unveiled~~issued ~~its~~an ~~own~~official ~~proposal~~advisory ~~for~~notifying ~~new~~trailer ~~greenhouse~~manufacturers ~~gas~~that ~~standards~~CARB ~~for~~will ~~medium-~~be ~~and~~suspending ~~heavy-duty~~enforcement ~~trucks~~of ~~and~~GHG2 ~~trailers~~trailer ~~that~~requirements ~~operate~~and inwill ~~California.~~provide Onat ~~September~~least ~~27,~~a ~~2018,~~six-month ~~CARB~~written ~~approved~~notice ~~for~~prior ~~adoption~~to ~~the~~commencement ~~California~~of ~~Phase~~enforcing ~~2 GHG regulation~~GHG2. ~~That~~If ~~regulation~~we ~~largely~~were ~~aligns~~to ~~California~~receive CARB’s ~~GHG~~six-month ~~emission~~advance ~~standards~~notice ~~and~~of ~~test~~enforcement, ~~procedures~~more ~~with~~stringent ~~the~~van ~~federal~~trailer ~~Phase~~standards 2became ~~GHG~~effective ~~emission~~in ~~standards~~model ~~and~~year ~~test~~2024 ~~procedures,~~and ~~however it~~ would ~~remain~~again ~~applicable~~in tomodel ~~Wabash~~year ~~trailers~~2027—requiring ~~registered~~more inadvanced ~~the~~fuel ~~state~~efficiency oftechnologies, ~~California.~~such ~~The~~as ~~CARB~~rear ~~requirements~~boat totails beand ~~met~~higher ~~for~~percentage ~~model~~improvement ~~years~~side ~~2021,~~skirts ~~2024,~~ and ~~2027~~tires. ~~become~~CARB ~~progressively~~continues ~~more~~to ~~stringent~~suspend ~~and~~enforcement ~~are~~as ~~driven~~a bysix-month ~~tire~~written ~~rolling~~notice ~~resistance~~has ~~and~~not ~~pressure~~been ~~monitoring,~~issued. ~~aerodynamic~~We ~~drag,~~will ~~and~~continue ~~weight—all~~to ofmonitor ~~which~~the ~~effect~~status ~~CO2~~of ~~emissions~~the regulation.

▪~~On December 3, 2019,~~ CARB ~~issued~~Advanced anClean ~~official~~Fleet ~~advisory~~(“ACF”) ~~notifying~~legislation ~~trailer~~sets ~~manufacturers that CARB will be suspending enforcement of GHG2 trailer~~ requirements ~~and~~for ~~will~~organizations ~~provide~~to atreduce ~~least~~the aoverall ~~six-month~~emissions ~~written~~of ~~notice~~the ~~prior~~vehicle tofleets ~~commencement~~they ~~of enforcing GHG2~~operate. ~~CARB~~These ~~continues~~standards applied to ~~process~~fleets owned and ~~approve~~operated ~~voluntary~~by ~~applications~~Wabash ~~during~~at the ~~suspension~~Moreno ~~period.~~Valley Ifand ~~we were to receive CARB’s six-month advance notice of enforcement~~Perris, ~~more~~California ~~stringent~~facilities ~~van~~as ~~trailer~~well ~~standards~~as ~~would~~many ~~become~~Wabash ~~effective~~customers inwho ~~model~~own ~~year 2024~~ and ~~model~~operate ~~year~~fleets ~~2027—requiring~~in ~~more~~California. ~~advanced fuel efficiency technologies~~However, ~~such~~CARB asrecently ~~rear~~withdrew ~~boat~~a ~~tails~~waiver ~~and~~request ~~higher~~from ~~percentage~~EPA ~~improvement side skirts~~ and ~~tires.~~will ~~(While CARB’s 2021 requirements remain intact, they are~~ not ~~enforced—however,~~enforce ifACF weregulations ~~were~~for ~~to receive the six~~high-~~month~~priority ~~advance~~(large ~~notice of enforcement prior to 2024, the 2021 objectives would become the requirement.~~commercial) ~~CARB~~and ~~continues~~drayage ~~to suspend enforcement as a six-month written notice has not been issued~~fleets. WeState ~~will continue preparations to become compliant if~~ and ~~when~~local ~~official~~government ~~notice~~fleets ~~has~~remain ~~been~~subject ~~received~~to ~~for commencement of~~ the regulation.

▪CARB’s Advanced Clean ~~Fleet~~Truck ~~(“ACF”)~~regulations ~~legislation~~impact ~~sets requirements for organizations to reduce~~ the ~~overall~~truck ~~emissions~~body ofchassis ~~the~~manufacturers ~~vehicle~~that ~~fleets~~supply ~~they operate. These standards apply~~ to ~~fleets~~Wabash ~~owned and operated~~ by ~~Wabash~~setting atan ~~the~~annual ~~Moreno~~zero ~~Valley~~emission ~~and~~sales ~~Perris, California facilities~~requirement. ~~ACF~~This ~~also~~regulation, ~~affects~~while ~~many~~being ~~Wabash~~challenged ~~customers~~by ~~who~~multiple ~~own~~states, ~~and operate fleets in California and~~ is expected to ~~increase~~drive ~~demand~~larger ~~for~~market penetration of electric ~~vehicles~~commercial trucks over the next 10 years as ~~the~~ requirements are ramped up.

▪In 2024, CARB’s ~~Advanced~~zero-emissions ~~Clean~~Transport ~~Truck~~Refrigeration ~~regulations~~Unit ~~impact~~(“TRU”) ~~the~~rules ~~truck~~went ~~body~~into ~~chassis~~effect. ~~manufacturers~~Like ~~that~~ACF, ~~supply~~these requirements impacted Wabash customers and worked to drive greater demand for electric TRUs that are installed on Wabash byvehicles. ~~setting~~CARB anrequested ~~annual~~and received a partial waiver from EPA for TRUs. CARB withdrew the portion of the waiver request that covered the TRU zero emission ~~sales requirement~~requirements. ~~This~~While ~~regulation~~CARB iswithdrew ~~expected~~their waiver request for some of their zero emissions related regulations, we believe that innovation will continue to drive ~~larger~~the ~~market~~industry ~~penetration~~toward ofa ~~electric~~lower ~~commercial~~emission ~~trucks~~solution ~~over~~that provides a value proposition to the ~~next~~customers 10over ~~years~~and asabove ~~requirements~~a ~~are~~compliance-only ~~ramped~~driven upsolution.

▪InEPA’s ~~2024,~~American ~~CARB~~Innovation ~~zero~~and Manufacturing Act (“AIM”) continues to phase-~~emissions~~down ~~Transport~~the ~~Refrigeration~~production ~~Unit~~and consumption of hydrofluorocarbons (“~~TRU~~HFCs”) ~~rules~~in ~~become~~the ~~effective~~United States. ~~Like~~The ~~ACF,~~AIM ~~these~~Act ~~requirements~~currently ~~impact~~mandates that EPA provide Wabash ~~customers~~with ~~and~~application-specific ~~will~~allowances ~~drive~~to ~~greater~~manufacture ~~demand~~EcoNex™ ~~for~~Technology ~~electric~~products. ~~TRUs~~Such allowances operate to increase certainty that HFCs are ~~installed~~made onavailable to Wabash ~~vehicles~~during the time that the application-specific provisions are active. EPA is evaluating extending the allocation program with a rule expected in 2025.

▪Updates to the proposed CARB 2024 Heavy-Duty Engine and Vehicle Omnibus regulation provided greater flexibility to chassis manufacturers for 2024–2026 engine model years. While this should help OEMs as they develop near-term engine updates, OEMs will be required to comply with 2027 emission regulations in the long-term. While the number of chassis manufacturers registering EVs continued to grow (albeit largely in the traditional OEM space), hydrogen fuel cell manufacturers also started to register. While the numbers were small (primarily testing and over-the-road applications), this was a positive sign for the future of work trucks. In December 2024, the EPA issued a waiver officially giving CARB federal permission to enforce the rule.

▪PFAS regulations are being developed and issued by EPA and various states. We are monitoring the regulations and their applicability to our operations and products.

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▪EPA’s American Innovation and Manufacturing Act (“AIM”) continues to phase-down the production and consumption of hydrofluorocarbons (“HFCs”) in the United States. The AIM Act currently mandates that EPA provide Wabash with application-specific allowances to manufacture EcoNex™ Technology products. Such allowances operate to increase certainty that HFCs are made available to Wabash during the time that the application-specific provisions are active.

Other Developments. Other developments and potential impacts on the industry include:

▪While EPA and NHTSA are unable to regulate trailers due to a previous ruling, which reduces the risk to trailer manufacturers in the near term, CARB continues to seek additional states to join their position in attempting to drive regulation at the state level.

▪While we believe the need for trailer equipment will be positively impacted by the legislative and regulatory changes addressed above, these demand drivers could be offset by factors that contribute to the increased concentration and density of loads.

▪Trucking company profitability, which can be influenced by factors such as fuel prices, freight tonnage volumes, and government regulations, is highly correlated with the overall economy of the U.S.; carrier profitability significantly impacts demand for, and the financial ability to, purchase new trailers.

▪We expect that the majority of freight in our industry will continue to be moved by truck and, according to ATA, total freight transportation revenue is expected to increase from an estimated $~~1.04~~906 trillion in ~~2022~~2024 to $1.5146 trillion in ~~2034~~2035.

▪The expected transition from diesel tractors (and their coolant systems) to electric or fuel cell vehicles changes how heated or cooled trailers can regulate temperature. This creates a market need for alternate heating and cooling solutions.

▪The impacts of the continued near-shoring trend should be positive for trucking. It will continue to impact current supply chain routes, with possible movement of logistics hubs.

▪Oversupply of refrigerated trailers in 2022-2023 has led to a surplus of inventory in the market, which ~~will~~ put downward pressure on supply for the majority of 2024. The long-term outlook of the market still remains strong, and there is expected to be a return to normal levels by ~~the~~early ~~end~~or ~~of 2024~~mid-2025.

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Results of Operations

The following table sets forth certain operating data as a percentage of net sales for the periods indicated:

	Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
Net sales	100.0	%	100.0	%	100.0	%
Cost of sales	8086.4	%	8780.14	%	8987.1	%
Gross profit	1913.6	%	1219.96	%	1012.9	%
General and administrative expenses	529.8	%	4.5.8	%	4.95	%
Selling expenses	1.04	%	1.10	%	1.31	%
Amortization of intangibles	0.5	%	0.6	%	1.3	%
Amortization of intangible assets	0.6	%	0.5	%	0.6	%
Impairment and other, net	—	%	—	%	~~1.5~~—	%
Income from operations	12.3	%	6.7	%	1.9	%
(Loss) income from operations	(18.3)	%	12.3	%	6.7	%
Interest expense	(01.80)	%	(0.8)	%	(10.38)	%
Other, net	0.13	%	—0.1	%	~~(0.5)~~—	%
Other expense, net	(0.67)	%	(0.86)	%	(10.8)	%
Loss from unconsolidated entity	—(0.3)	%	—	%	—	%
Income before income taxes	11.6	%	5.9	%	0.1	%
(Loss) income before income tax expense	(19.3)	%	11.6	%	5.9	%
Income tax expense	2.5	%	1.3	%	—	%
Income tax (benefit) expense	(4.8)	%	2.5	%	1.3	%
Net income	9.1	%	4.5	%	0.1	%
Net (loss) income	(14.5)	%	9.1	%	4.5	%

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~~2023~~2024 Compared to ~~2022~~2023

Net Sales

Net sales in ~~2023~~2024 ~~increased~~decreased $34589.48 million, or 123.43%, compared to ~~2022~~2023. By business segment, net sales prior to intersegment eliminations and related trailer units sold were as follows (dollars in thousands):

Year Ended December 31,

Change

2023

2022

Amount

2024

2023

Amount

(prior to elimination of intersegment sales)

Sales by Segment

Transportation Solutions

21,~~338~~755,~~604~~133

2,~~320~~338,~~914~~604

17(583,~~690~~471)

0(24.89%)

Parts & Services

~~220~~205,~~873~~062

~~193~~220,~~476~~873

27(15,~~397~~811)

14(7.2%)

Eliminations

(2213,~~977~~455)

(1222,~~261~~977)

9,522

Total

21,~~536~~946,~~500~~740

2,~~502~~536,~~129~~500

34(589,~~371~~760)

1(23.43)%

New Units Shipped

(units)

Trailers

4432,~~450~~100

5244,~~210~~450

(712,~~760~~350)

(1427.98%)

Truck bodies

1614,~~070~~255

1416,~~800~~070

(1,~~270~~815)

8(11.63)%

Total

6046,~~520~~355

6760,~~010~~520

(614,~~490~~165)

(923.74%)

Used Units Shipped

(units)

Trailers

9080

9590

(510)

(511.31%)

TS segment sales, prior to the elimination of intersegment sales, were $21,~~338~~755.61 million in ~~2023~~2024, ana ~~increase~~decrease of $17583.75 million, or 024.89%, compared to ~~2022~~2023. The ~~increase~~decrease in sales was primarily due to ~~higher~~a ~~revenue~~decline ~~per~~in ~~trailer~~shipments ~~unit~~due ~~along~~to ~~with~~lower ~~an increase in truck body shipments~~demand. ~~Trailers~~New trailers shipped induring ~~2023~~2024 ~~decreased~~totaled ~~14.9%~~32,100 ascompared to 44,450 trailers ~~were shipped~~ in ~~2023~~prior ~~compared to 52~~year,~~210~~ ~~trailer~~a ~~shipments~~decrease inof ~~2022~~27.8%. New truck bodies shipped during ~~2023~~2024 totaled 1614,~~070~~255 compared to 1416,~~800~~070 truck bodies in prior year, ana ~~increase~~decrease of 811.63% ~~primarily due to strong demand~~. The decrease in ~~trailer~~ shipments was primarily driven by ~~our~~lower ~~previously~~demand ~~announced~~due ~~intentional~~to ~~ramp-down~~the ofsoftening ~~manufacturing~~freight ~~conventional refrigerated van trailers and fewer dry van shipments~~market. ~~While~~Pricing ~~new~~did ~~trailer~~not ~~shipments~~see ~~decreased~~any ~~from~~significant ~~the~~year ~~prior~~over year ~~period,~~degradation ~~higher~~due ~~revenue per new trailer unit along with the increase~~ in ~~truck~~part ~~body~~to ~~shipments~~our ~~and~~continued ~~truck~~efforts ~~body revenue per unit resulted in an overall increase in new trailer and truck body revenue. The increases were primarily due~~ to ~~increased~~tie pricing to ~~account~~key ~~for~~commodity ~~inflation~~indicators, our curated customer portfolio, and improved pricing processes.

P&S segment sales, prior to the elimination of intersegment sales, were $~~220~~205.91 million in ~~2023~~2024, ana ~~increase~~decrease of $2715.48 million, or 147.2%, compared to ~~2022~~2023. The overall ~~increase~~decrease in sales ~~was~~for ~~primarily~~this ~~attributable~~segment towas adue ~~$16.6~~primarily ~~million~~to ~~increase~~lower sales in our ~~upfitting~~Process ~~solutions~~Systems and ~~services~~Components businesses ~~based~~of ~~on strong demand for these offerings~~$13.0 ~~There~~million ~~was~~and ~~also an increase in sales within our Engineered Products business of approximately~~ $1014.84 million, ~~which~~respectively, ~~was largely~~ due to ~~product~~decreased ~~mix and higher revenue per unit~~demand. InThe ~~addition,~~overall ~~the~~decrease ~~Wabash~~in ~~Parts~~sales ~~LLC~~was ~~parts~~partially ~~and~~offset ~~distribution~~by ~~entity had~~ higher sales inwithin ~~the current year period of approximately $7.9 million, which was primarily attributable to the fact that the entity was established with~~ our ~~partner~~Upfitting ~~during~~Solutions ~~the~~and ~~second~~Services ~~quarter~~business of ~~2022~~$10.7 ~~as further described in Note 6 in the Notes to Consolidated Financial Statements~~million.

Cost of Sales

Cost of sales was $21,~~038~~681.37 million in ~~2023~~2024, a decrease of $~~141~~356.16 million, or 617.5%, compared to ~~2022~~2023. 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 $1,~~898~~537.75 million in ~~2023~~2024, a decrease of $~~144~~361.32 million, or 719.10%, compared to ~~2022~~2023. The decrease in cost of sales, which was primarily driven by lower shipment volumes, ~~was~~resulted ~~due~~in to a decrease in materials costs of $~~160~~305.86 million, or 1123.05%, ~~along with~~ a decrease in ~~certain other manufacturing costs. These decreases were partially offset by an increase in~~ labor and employee- related costs of ~~approximately~~ $1555.02 million, asor ~~well~~14.6%, asalong anwith ~~increase~~a decrease in ~~operating~~certain ~~supplies~~other ~~and~~manufacturing ~~maintenance and repairs~~ costs ~~totaling approximately $13~~.~~3 million.~~

P&S segment cost of sales, prior to the elimination of intersegment sales, was $157.6 million in 2024, a decrease of $4.9 million, or 3.0%, compared to 2023. The decrease in cost of sales, which was primarily driven by lower sales, resulted in a decrease in materials costs of $13.4 million, or 11.3%. This was partially offset by an increase in labor and employee related costs of $5.4 million, or 20.7%, and an increase in certain other overhead costs associated with growth initiatives within the segment.

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P&S segment cost of sales, prior to the elimination of intersegment sales, was $162.6 million in 2023, an increase of $13.9 million, or 9.4%, compared to 2022. The increase in cost of sales for this segment was due in part to an increase in materials costs of approximately $4.4 million, or 3.9%. In addition, there was an increase in labor and employee-related costs of approximately $5.1 million, and an increase in outside services, freight, and lease/rent costs of approximately $2.4 million in the aggregate.

Gross Profit

Gross profit was $~~498~~265.21 million in ~~2023~~2024, ana ~~increase~~decrease of $~~175~~233.51 million, or 5446.48% from ~~2022~~2023. Gross profit as a percentage of sales, or gross margin, was 1913.6% in ~~2023~~2024 as compared to 1219.96% in ~~2022~~2023. Gross profit by segment was as follows (in thousands):

	Year Ended December 31,				Change
	2023		2022		$		%
	2024		2023		$		%
Gross Profit by Segment
Transportation Solutions	$	~~439~~217,~~864~~618	$	~~277~~439,~~842~~864	$	~~162~~(222,~~022~~246)	58(50.35)%
Parts & Services	5847,~~323~~454		4458,~~849~~323		13(10,~~474~~869)		30(18.06)%
Corporate and Eliminations	—		—		—
Total	$	~~498~~265,~~187~~072	$	~~322~~498,~~691~~187	$	~~175~~(233,~~496~~115)	54(46.48)%

TS segment gross profit was $~~439~~217.96 million in ~~2023~~2024 compared to $~~277~~439.89 million in ~~2022~~2023, ana ~~increase~~decrease of $~~162~~222.02 million. Gross profit, as a percentage of net sales prior to the elimination of intersegment sales, was 1812.84% in ~~2023~~2024 as compared to 1218.08% in ~~2022~~2023, ana ~~increase~~decrease of 6.84%. The overall ~~increase~~decrease in gross profit from the prior year period was primarily driven by anthe ~~increase~~decline in ~~our~~shipments ~~dry~~across ~~van~~all ~~products~~ of ~~approximately $95.2 million. In addition,~~ our ~~truck~~product ~~bodies, tank trailers, and platforms had increases from the prior year period~~lines. ~~Each~~Various offixed ~~these~~costs ~~increases,~~that asremained ~~well~~constant asreduced ~~the increase in~~ gross profit as a percentage of net sales~~, was primarily attributable to higher revenue per new trailer unit and truck body due to increased pricing to account for inflation, our curated customer portfolio, and improved pricing processes~~.

P&S segment gross profit was $5847.35 million in ~~2023~~2024 compared to $4458.83 million in ~~2022~~2023. Gross profit, as a percentage of net sales prior to the elimination of intersegment sales, was 2623.41% in ~~2023~~2024 compared to 2326.24% in ~~2022~~2023, ana ~~increase~~decrease of 3.23%. The overall ~~increase~~decrease in gross profit was primarily related to ~~an increase within our Engineered Products business of approximately $6.1 million. In addition, our upfitting solutions and services businesses increased approximately $4.7 million from~~ the ~~prior~~ year ~~period~~over on strong demand for these offerings. Finally, our Composites business, which focuses on the use of DuraPlate® composite panels beyond the semi-trailer market, increased approximately $2.4 million compared to the prior year ~~period~~decrease ~~due~~ in ~~part to increased pricing~~sales.

General and Administrative Expenses

General and administrative expenses were $~~146~~580.7 million in ~~2023~~2024, an increase of $33434.60 million, or 29295.79%, compared to ~~2022~~2023. The increase from the prior year period was due ~~in part~~ to an increase ~~of approximately $18.3 million~~ in professional ~~fees~~ and outside services costs of $447.3 million, which includes the estimated liability of $450.0 million for the ~~Matters~~Product Liability Matter, as defined and further described in Note 14 in the Notes to Consolidated Financial Statements. ~~There~~This was ~~also~~partially anoffset ~~increase~~by a decrease in general and administrative employee-related costs, including benefits and incentive programs, of approximately $1214.04 million. ~~In addition, maintenance and repairs expense and lease/rental costs increased in total by approximately $2.7 million.~~ As a percentage of sales, general and administrative expenses were 529.8% for the ~~2023~~2024 period as compared to 4.5.8% for the same period of ~~2022~~2023. The overall increase in general and administrative expenses as a percentage of net sales was primarily attributable to the ~~increase~~Product inLiability ~~professional and outside services costs and employee-related costs, which outpaced the increase in sales~~Matter.

Selling Expenses

Selling expenses were $2628.50 million in ~~2023~~2024, aan ~~decrease~~increase of $01.5 million, or 25.07%, compared to ~~2022~~2023. The ~~decrease~~increase was primarily attributable to aan ~~decrease~~increase in advertising and promotional expense of approximately $13.65 million, which is due in part to expenses incurred during the ~~2022~~2024 period related to our Ignite Conference. ~~In addition, there was a decrease in professional fees and outside services costs of approximately $1.4 million.~~ These ~~decreases~~increases were partially offset by ana ~~increase~~decrease in sales employee-related costs, including benefits and incentive programs, of approximately $1.67 million. ~~There was also an increase in our reserve for expected credit losses and travel-related expenses totaling approximately $0.8 million.~~ As a percentage of net sales, selling expenses were 1.04% in ~~2023~~2024 compared to 1.10% in ~~2022~~2023. The overall ~~decrease~~increase in selling expenses as a percentage of net sales was primarily attributable to the increase in ~~sales and the decrease in~~ advertising and promotional expense, ~~and~~which ~~professional~~outpaced ~~fees~~the ~~and~~increase ~~outside~~in ~~services costs~~sales.

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Amortization of Intangibles

Amortization of intangibles was $12.80 million in ~~2023~~2024 compared to $1512.28 million in ~~2022~~2023. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. ~~The~~In ~~decrease~~2024, ~~from~~certain ~~the~~technology-related intangible ~~prior~~assets ~~year~~became ~~period~~fully isamortized. ~~related~~There towere ~~certain~~no ~~of the~~ intangible assets that became fully amortized ~~during the second quarter of 2022~~2023.

Impairment and Other, Net

Impairment and other, net was a net loss of $0.25 million during ~~2023~~2024 and a net loss of $0.72 million during ~~2022~~2023. Activity during the ~~prior~~current year period primarily related to the impairment of $1.0 million of construction-in-progress projects that were no longer expected to be completed and the write-off of certain property, plant, and equipment and IT-related assets. These items were partially offset by the sale of a building (and the related land) as further described in Note 21 in the Notes to Consolidated Financial Statements, which resulted in a gain of approximately $0.75 million.

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Other Income

Interest expense in ~~2023~~2024 totaled $19.98 million compared to $2019.59 million in ~~2022~~2023. Interest expense relates to interest and non-cash accretion charges on our Senior Notes ~~due 2028~~ and Revolving Credit Agreement. Interest expense in the current year period was lower than in the ~~2022~~2023 period due to lower average outstanding balances under the Revolving Credit Facility.

Other, net for ~~2023~~2024 represented income of $35.4 million as compared to income of $0.3.4 million for ~~2022~~2023. Income for both the current and prior year period primarily relates to interest income.

Income Taxes

We recognized income tax ~~expense~~benefit of $6293.85 million in ~~2023~~2024 compared to income tax expense of $3362.78 million in ~~2022~~2023. The effective tax rate for ~~2023~~2024 was 2124.38% compared to 2321.03% for ~~2022~~2023. The effective tax rate for both ~~2023~~2024 and ~~2022~~2023 differs from the U.S. Federal statutory rate of 21.0% primarily due to the impact of state and local taxes and discrete items, including stock-based compensation. Net cash paid for income taxes in ~~2023~~2024 was $8229.68 million compared to net cash paid during ~~2022~~2023 of $1882.36 million.

Liquidity and Capital Resources

Capital Structure

Our capital structure is comprised of a mix of debt and equity. As of December 31, ~~2023~~2024, our debt-to-equity ratio was approximately 02.71:1.0. 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 ~~for~~to ~~the~~assist ~~primary purpose of assisting~~ the Board in ~~its~~overseeing ~~oversight of~~ the Company’s capital structure, financing, investment, and other financial matters of importance ~~to the Company~~.

Throughout ~~2023~~2024, ~~and~~ in keeping towith this balanced approach, we repurchased $6664.64 million (inclusive of excise tax) of common stock under the share repurchase program approved by our Board of Directors and paid dividends of $1514.98 million. ~~Also~~Additionally, as ~~further~~ described ~~below~~ in the “Debt Agreements and Related Amendments” section below, in September 2022 we amended our Revolving Credit Agreement. The amendment increased the total revolving commitments to $350 million and extended the maturity to September 2027, ~~which is~~ the nearest maturity date of our long-term debt. As of December 31, ~~2023~~2024, there were no amounts outstanding under the Revolving Credit Agreement. ~~During the fourth quarter of 2023, our credit rating was upgraded by Moody’s which followed another upgrade by S&P earlier in the year.~~ Collectively, these ~~actions~~ demonstrate our confidence in the Company’s long-term financial outlook ~~of the Company~~ and ~~our~~ ability to generate cash flow, both near and long term,. ~~and~~They reinforce our ~~overall~~ commitment to ~~deliver~~delivering shareholder value while maintaining the flexibility to ~~continue to~~ execute our strategic plan for profitable growth and diversification.

Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $~~516~~421.19 million as of December 31, ~~2023~~2024, ~~and~~compared to $~~401~~516.21 million as of December 31, ~~2022~~2023, an ~~increase~~decrease of 2918%. The ~~increase~~decrease from the prior year is primarily attributable to a ~~higher~~lower cash balance at December 31, ~~2023~~2024, due to ~~positive~~a reduction in cash ~~flow~~provided ~~from~~by operating activities in 2024 versus 2023. For ~~2024~~2025, we expect to continue our commitment to fund our working capital requirements and capital expenditures from net cash provided by operations or available borrowing capacity under the Revolving Credit Agreement, (as needed). Along with these investments, we will also 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 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.

Debt Agreements and Related Amendments

Senior Notes

On October 6, 2021, we closed on an offering of $400 million in aggregate principal amount of our 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 Wells Fargo Bank, National Association, 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. At any time prior to October 15, 2024, we may redeem some or all of the Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes being redeemed plus an applicable make-whole premium set forth in the Indenture and accrued and unpaid interest to, but not including, the redemption date.

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~~Debt~~Prior ~~Agreements~~to October 15, 2024, we may redeem up to 40% of the Senior Notes at a redemption price of 104.500% of the principal amount, plus accrued and ~~Related~~unpaid ~~Amendments~~interest to, but not including, the redemption date, with the proceeds of certain equity offerings, provided that after any such redemption, at least 60% of the aggregate principal amount of the Senior Notes remain outstanding. On and after October 15, 2024, we may redeem some or all of the Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.250% for the twelve-month period beginning on October 15, 2024, 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 our 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 ~~due~~are ~~2028~~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.

On October 6, 2021, we closed on an offering of $400 million in aggregate principal amount of our 4.50% unsecured Senior Notes due 2028 (the “New Senior Notes”). The New 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 Wells Fargo Bank, National Association, as trustee (the “Indenture”). The New 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 New Senior Notes will mature on October 15, 2028. At any time prior to October 15, 2024, we may redeem some or all of the New Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the New Senior Notes being redeemed plus an applicable make-whole premium set forth in the Indenture and accrued and unpaid interest to, but not including, the redemption date.

Prior to October 15, 2024, we may redeem up to 40% of the New Senior Notes at a redemption price of 104.500% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the proceeds of certain equity offerings so long as if, after any such redemption occurs, at least 60% of the aggregate principal amount of the New Senior Notes remain outstanding. On and after October 15, 2024, we may redeem some or all of the New Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.250% for the twelve-month period beginning on October 15, 2024, 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 our optional redemption right in respect of the New Senior Notes, the holders of the New Senior Notes will have the right to require us to repurchase all or a portion of the New Senior Notes at a price equal to 101% of the aggregate principal amount of the New Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.

The New 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 New 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 New 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 ~~New~~ 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 ~~New~~ 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 December 31, ~~2023~~2024, we were in compliance with all covenants.

~~The~~Contractual ~~sale~~coupon ofinterest ~~the~~expense ~~New~~and ~~Senior~~accretion ~~Notes resulted in net proceeds~~ of ~~approximately $395 million, after deducting financing~~ fees ~~and~~for ~~other offering expenses. We used~~ the ~~net proceeds of the New~~ Senior Notes ~~and~~for ~~a portion of~~ the ~~$50~~years ~~million~~ended ~~draw~~December 31, ~~from the increased capacity under the Revolving Credit Agreement to fund the redemption in full of the Senior Notes due 2025~~2024, 2023 toand ~~repay~~2022 inwere ~~full the~~ $~~108~~18.80 million ~~of outstanding borrowings under the term loan credit agreement entered into on September 28, 2020 (the “New Term Loan Credit Agreement”) among us, the lenders from time to time party thereto,~~ and ~~Wells~~$0.7 ~~Fargo Bank~~million, ~~National~~$18.0 ~~Association,~~million ~~as the administrative agent,~~ and ~~to pay all related fees and expenses~~$0.6 ~~(The New Term Loan Credit Agreement refinanced and replaced that certain Term Loan Credit Agreement~~million, ~~dated as of May 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Old Term Loan Credit Agreement”), among us, the lenders party thereto~~ and ~~Morgan Stanley Senior Funding, Inc., as the administrative agent.) Debt extinguishment charges totaling~~ $918.10 million ~~were recorded during the fourth quarter of 2021 in connection with the redemption in full of the Senior Notes due 2025~~ and ~~the repayment in full of the outstanding borrowings under the New Term Loan Credit Agreement~~$0.6 ~~The loss on debt extinguishment charges is included in Other~~million, ~~net on our Consolidated Statements of Operations~~respectively.

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Contractual coupon interest expense and accretion of fees for the New Senior Notes for the years ended December 31, 2023, 2022 and 2021 were $18.0 million and $0.6 million, $18.0 million and $0.6 million, and $4.3 million and $0.1 million, respectively.

Contractual coupon interest expense and accretion of discount and fees for the Senior Notes due 2025, which were redeemed in full during the fourth quarter of 2021 as described above, for the year ended December 31, 2021, was $13.3 million and $0.5 million, respectively.

Contractual coupon interest expense and accretion of discount and fees are included in Interest expense on the Company’s Consolidated Statements of Operations.

Revolving Credit Agreement

On September 23, 2022, we entered into the Third Amendment to the 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”).

Under the Revolving Credit Agreement, the lenders agree to make available a $350 million 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 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.

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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% 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 December 31, ~~2023~~2024, 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.

Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Agreement, amounted to $~~516~~421.19 million as of December 31, ~~2023~~2024 and $~~401~~516.21 million as of December 31, ~~2022~~2023, ana ~~increase~~decrease of $~~114~~94.92 million (or 2918%). The ~~increase~~decrease from the prior year is primarily attributable to a ~~higher~~lower cash balance at December 31, 2024, due to ~~favorable~~a reduction in cash ~~flow~~provided by operating activities in 2024 versus 2023. The decrease from ~~operations~~the prior year is primarily attributable to a lower cash balance at December 31, 2024, due to a reduction in cash provided by operating activities in 2024 versus 2023. For the year ended December 31, 2024, we had payments of principal totaling $0.9 million and borrowings of principal totaling $0.9 million under the Revolving Credit Agreement. As of December 31, 2024, there were no amounts outstanding.

During the year ended December 31, 2023, we had payments of principal oftotaling $104.2 million and borrowings of principal oftotaling $104.2 million under the Revolving Credit Agreement,. ~~and~~As as of December 31, 2023, there were no amounts outstanding.

Interest expense under the Revolving Credit Agreement for the years ended December 31, 2024, 2023, and 2022, was approximately $0.8 million, $0.9 million, and $1.7 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expense on the Company’s Consolidated Statements of Operations.

Cash Flow

2024 Compared to 2023

Cash provided by operating activities for 2024 totaled $117.3 million, compared to cash provided by operating activities of $319.6 million in 2023. The cash provided by operations during the current year was the result of net loss adjusted for various non-cash activities, including depreciation, amortization, deferred taxes, stock-based compensation, and a $436.2 million decrease in our working capital. Changes in key working capital accounts for 2024 and 2023 are summarized below (in thousands):


	2024		2023		Change
Source (Use) of cash:
Accounts receivable	$	39,044	$	72,587	$	(33,543)
Inventories	8,810		(23,765)		32,575
Accounts payable and accrued liabilities	(68,687)		5,775		(74,462)
Net source (use) of cash	$	(20,833)	$	54,597	$	(75,430)

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~~During~~Accounts receivable decreased $39.0 million in 2024 and decreased $72.6 million in 2023. Days sales outstanding, a measure of working capital efficiency that measures the ~~year~~amount of time a receivable is outstanding, was approximately 31 days and 28 days for the year-ended December 31, ~~2022~~2024 and 2023, werespectively. ~~had~~The ~~net~~decrease ~~payments~~in ofaccounts ~~principal~~receivable ofin 2024 was primarily due to the decrease in shipments compared to 2023. Inventories decreased in 2024 by $~~130~~8.68 million ~~and~~compared ~~net~~to ~~borrowings~~an ofincrease ~~principal~~in 2023 of $9723.68 million. ~~under~~The overall decrease in inventory for 2024 was primarily attributable to the ~~Revolving~~lower ~~Credit~~inventory ~~Agreement~~requirements of reduced production compared to prior year. Our inventory turns, ~~and~~a ascommonly used measure of ~~December 31~~working capital efficiency that measures how quickly inventory turns per year, ~~2022~~were approximately 6 times in both 2024 and 2023, ~~there~~respectively. ~~were~~Accounts nopayable ~~amounts~~and accrued liabilities decreased $68.7 million in 2024 compared to an increase of $5.8 million for 2023. Days payable outstanding, a measure of working capital efficiency that measures the amount of time a payable is outstanding, was 35 days in 2024 and 29 days in 2023.

~~Interest~~Investing ~~expense~~activities ~~under~~used ~~the~~$94.8 ~~Revolving~~million ~~Credit~~during ~~Agreement~~2024 ~~for~~compared ~~the~~to ~~years~~$106.0 ~~ended~~million ~~December 31,~~used in 2023. Investing activities for 2024 included capital expenditures for property, ~~2022~~plant, and ~~2021~~equipment of $72.2 million, which was ~~approximately~~an decrease compared to $098.91 million during 2023. In addition, expenditures related to revenue generating assets totaled approximately $16.79 million, and expenditures related to investment in unconsolidated entities totaled approximately $020.61 million, ~~respectively.~~which ~~Interest~~is ~~expense~~further ~~under~~detailed in Note 6 in the ~~Revolving~~Notes ~~Credit~~to ~~Agreement~~Consolidated isFinancial ~~included~~Statements. Cash used in ~~Interest~~investing ~~expense~~activities onin ~~the~~2024 ~~Company’s~~and ~~Consolidated~~2023 ~~Statements~~was primarily related to capital expenditures to support growth and improvement initiatives at our facilities. In 2024, investing activities included $4.4 million proceeds from the sale of ~~Operations~~assets compared to approximately $0.2 million in 2023.

~~New~~Financing activities used $86.3 million during 2024 as compared to using $92.5 million during 2023. Net cash used in 2024 primarily relates to common stock repurchases of $70.9 million and ~~Old~~cash ~~Term~~dividend ~~Loan~~payments to our shareholders of $14.8 million. Borrowings under our Revolving Credit ~~Agreements~~Agreement totaled $0.9 million which were fully offset by principal, interest, and unused fee payments made under our Revolving Credit Agreement of $0.9 million. We repurchased common stock of $76.2 million and paid cash dividends to our shareholders of $15.9 million in 2023.

AsOur ~~described~~liquidity ~~above~~position, indefined ~~October~~as ~~2021,~~cash weon ~~used~~hand ~~the net proceeds of the New Senior Notes~~ and aavailable ~~portion~~borrowing ~~of the $50 million draw from the increased~~ capacity ~~under~~on the Revolving Credit ~~Agreement~~Facility, amounted to ~~repay in full the~~ $~~108~~421.89 million as of ~~outstanding~~December 31, ~~borrowings~~2024 ~~under~~and ~~the~~$516.1 ~~New~~million ~~Term~~as ~~Loan~~of ~~Credit~~December 31, ~~Agreement.~~2023, Ina ~~addition~~decrease toof ~~the~~18%. ~~full~~Total ~~repayment~~debt ~~during~~obligations ~~the~~amounted ~~fourth~~to ~~quarter,~~$400.0 ~~during~~million ~~the~~as ~~second quarter~~ of ~~2021~~December 31, we2024. ~~made~~The ~~principal~~decrease ~~payments~~in ~~totaling~~liquidity ~~$30.0~~from ~~million~~the ~~and~~prior ~~recognized~~year ~~loss~~is onprimarily ~~debt~~attributable ~~extinguishment~~to ~~charges~~a oflower ~~approximately~~cash ~~$0.5~~balance ~~million.~~at ~~The~~December 31, ~~extinguishment~~2024, ~~charges~~due ~~are~~to ~~included~~a reduction in ~~Other,~~cash ~~net~~provided inby ~~the~~operating ~~Consolidated~~activities ~~Statements~~in of2024 ~~Operations.~~versus 2023

For ~~the~~2025 ~~year~~and ~~ended December 31~~forward, ~~2021,~~we ~~under~~expect ~~the~~to ~~New~~continue ~~Term~~our ~~Loan~~commitment to fund our working capital requirements and capital expenditures from net cash provided by operations or available borrowing capacity under the Revolving Credit Agreement (as needed). Along with these investments, we ~~paid~~will ~~interest~~also ofmaintain ~~$3.9~~our ~~million.~~assets ~~For~~to ~~the~~capitalize ~~year~~on ~~ended~~any ~~December 31,~~economic ~~2021~~and/or industry upswings, wewhile ~~incurred~~also ~~charges~~responsibly ofreturning $0capital to our shareholders.2 ~~million~~We ~~for~~will ~~amortization~~continue ofto ~~fees~~move ~~and~~rapidly ~~original~~to ~~issuance~~adjust ~~discount~~to the current environment to preserve the strength of our balance sheet, ~~which~~while ~~are~~prioritizing ~~included~~the insafety ~~Interest~~of ~~expense~~our inemployees and ensuring the ~~Consolidated~~liquidity ~~Statements~~and financial well-being of ~~Operations~~the Company.

Cash Flow

2023 Compared to 2022

Cash provided by operating activities for 2023 totaled $319.6 million, compared to cash provided by operating activities of $124.1 million in 2022. The cash provided by operations during the current year was the result of net income adjusted for various non-cash activities, including depreciation, amortization, deferred taxes, stock-based compensation, and a $42.1 million decrease in our working capital. Changes in key working capital accounts for 2023 and 2022 are summarized below (in thousands):

	2023		2022		Change
Source (Use) of cash:
Accounts receivable	$	72,587	$	(79,066)	$	151,653
Inventories	(23,765)		(6,249)		(17,516)
Accounts payable and accrued liabilities	5,775		46,085		(40,310)
Net source (use) of cash	$	54,597	$	(39,230)	$	93,827

Accounts receivable decreased $72.6 million in 2023 and increased $79.1 million in 2022. Days sales outstanding, a measure of working capital efficiency that measures the amount of time a receivable is outstanding, was approximately 28 days and 35 days for the year-ended December 31, 2023 and 2022, respectively. The decrease in accounts receivable in 2023 was primarily due to the decrease in shipments during the second half of 2023 compared to 2022 as well as the timing of shipments and receipt of customer payments. Inventories increased in 2023 by $23.8 million compared to an increase in 2022 of $6.2 million. The overall increase in inventory for 2023 was primarily attributable to higher finished goods inventory compared to prior year. Our inventory turns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per year, was approximately 6 times in 2023 and 7 times 2022. Accounts payable and accrued liabilities increased $5.8 million in 2023 compared to an increase of $46.1 million for 2022. Days payable outstanding, a measure of working capital efficiency that measures the amount of time a payable is outstanding, was 29 days in 2023 and 30 days in 2022.

Investing activities used $106.0 million during 2023 compared to $55.3 million used in 2022. Investing activities for 2023 included capital expenditures for property, plant, and equipment of $98.1 million, which was an increase compared to $57.1 million during 2022. In addition, expenditures related to revenue generating assets totaled approximately $5.7 million and expenditures related to investment in Linq Venture Holdings, LLC totaled approximately $2.5 million, which is further detailed in Note 6 in the Notes to Consolidated Financial Statements. Cash used in investing activities in 2023 and 2022 was primarily related to capital expenditures to support growth and improvement initiatives at our facilities. In 2023, investing activities included $0.2 million proceeds from the sale of assets compared to approximately $1.8 million in 2022.

Financing activities used $92.5 million during 2023 as compared to using $82.3 million during 2022. Net cash used in 2023 primarily relates to common stock repurchases of $76.2 million and cash dividend payments to our shareholders of $15.9 million. Borrowings under our Revolving Credit Agreement totaled $104.2 million which were fully offset by principal, interest, and unused fee payments made under our Revolving Credit Agreement of $104.2 million. Net cash used in financing activities in 2022 due in part to net payments on our Revolving Credit Agreement of $33.0 million. We also repurchased common stock of $34.3 million and paid cash dividends to our shareholders of $16.0 million in 2022.

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Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $516.1 million as of December 31, 2023 and $401.2 million as of December 31, 2022, an increase of 29%. The increase from prior year is primarily attributable to a higher cash balance, a result of higher net cash provided by operating activities in 2023. Total debt obligations amounted to $400.0 million as of December 31, 2023.

For 2024 and forward, we expect to continue our commitment to fund our working capital requirements and capital expenditures from net cash provided by operations or available borrowing capacity under the Revolving Credit Agreement (as needed). Along with these investments, we will also maintain our assets to capitalize on any economic and/or industry upswings, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment 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.

Contractual Obligations and Commercial Commitments

A summary of our contractual obligations and commercial commitments, both on and off-balance sheet, as of December 31, ~~2023~~2024 are as follows (in thousands):

	2024		2025		2026		2027		2028		Thereafter		Total
	2025		2026		2027		2028		2029		Thereafter		Total
Debt:
Revolving Credit Agreement (due 2027)	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Senior Notes due 2028	—		—		—		—		400,000		—		400,000
Senior Notes (due 2028)	—		—		—		400,000		—		—		400,000
Interest Payments on Revolving Credit Agreement (If Any) and Senior Notes due 20281	18,000		18,000		18,000		18,000		18,000		—		90,000
Interest Payments on Revolving Credit Agreement (If Any) and Senior Notes 1	18,000		18,000		18,000		18,000		—		—		72,000
Total Debt	18,000		18,000		18,000		18418,000		~~418,000~~—		—		~~490~~472,000
Other:
Operating Leases	1013,~~418~~387		912,~~364~~293		87,~~310~~335		43,~~349~~559		12,~~920~~112		1,~~066~~387		3540,~~427~~073
Total Other	1013,~~418~~387		912,~~364~~293		87,~~310~~335		43,~~349~~559		12,~~920~~112		1,~~066~~387		3540,~~427~~073
Other Commercial Commitments:
Letters of Credit	64,~~002~~940		—		—		—		—		—		64,~~002~~940
Raw Material Purchase Commitments	3515,~~700~~000		—		—		—		—		—		3515,~~700~~000
Chassis Agreements and Programs	2860,~~212~~309		—		—		—		—		—		2860,~~212~~309
Total Other Commercial Commitments	6980,~~914~~249		—		—		—		—		—		6980,~~914~~249
Total Obligations	$	98111,~~332~~636	$	2730,~~364~~293	$	2625,~~310~~335	$	22421,~~349~~559	$	~~419~~2,~~920~~112	$	1,~~066~~387	$	~~595~~592,~~341~~322

1 Future interest payments on variable rate long-term debt (if any) are estimated based on the rate in effect as of December 31, ~~2023~~2024, and only include interest payments (not unused line fees). However, as of December 31, ~~2023~~2024, there was no variable rate debt (Revolving Credit Agreement) outstanding.

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 year ended December 31, ~~2023~~2024, we had payments of principal of $~~104~~0.29 million and borrowings of principal of $~~104~~0.29 million under the Revolving Credit Agreement, and as of December 31, ~~2023~~2024, there were no amounts outstanding.

The Senior Notes ~~due 2028~~ 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 for leases that have commenced. As of December 31, ~~2023~~2024, obligations related to operating leases that we have executed but have not yet commenced were nominal.

We have standby letters of credit totaling $64.09 million issued in connection with workers compensation claims and surety bonds.

We have $3515.70 million in purchase commitments through December ~~2024~~2025 for various raw material commodities, including aluminum, steel, polyethylene, and nickel, as well as other raw material components which are within normal production requirements.

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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 to a lesser extent, for unallocated orders. Although each manufacturer’s agreement has different terms and conditions, the agreements generally state that the manufacturer will provide a supply of chassis to be maintained from time to time at our various 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. The manufacturer transfers the chassis to us on a “restricted basis” retaining 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 do we 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 December 31, ~~2023~~2024, our outstanding chassis converter pool with the manufacturer totaled $2757.31 million and has included this financing agreement on our Consolidated Balance Sheets within Prepaid expenses and other and Other accrued liabilities. All other chassis programs are handled as consigned inventory belonging to the manufacturer and totaled approximately $03.92 million. Under these agreements, 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.

The total amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $41.85 million at December 31, ~~2023~~2024. Payment of these obligations would result from settlements with taxing authorities. Due to the difficulty in determining the timing of settlements, these obligations are not included in the table above. We do not expect to make a tax payment related to these obligations within the next year that would significantly impact liquidity.

Significant Accounting Policies and Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. Our significant accounting policies are more fully described in Note 2 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, evaluation of trends in the industry, information provided by our customers, and information available from other outside sources, as appropriate.

We consider an accounting estimate to be critical if it requires us to make assumptions about matters that were uncertain at the time we were making the estimate or changes in the estimate or different estimates that we could have selected would have had a material impact on our financial condition or results of operations.

Legal and Other Contingencies. The outcomes of legal proceedings and claims brought against us and other loss contingencies are subject to significant uncertainty. We establish legal contingency reserves when we determine that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In determining the appropriate accounting for loss contingencies, we consider the likelihood of loss or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss. We regularly evaluate current information available to us to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a loss or a range of loss involves significant judgment and such matters are unpredictable. We could incur judgments or enter into settlements for current or future claims that could materially impact our results of operations.

Impairment of Long-Lived Assets and Definite-Lived Intangible Assets. We review, on at least a quarterly basis, the financial performance of each business unit for indicators of impairment. In reviewing for impairment indicators, we also consider events or changes in circumstances such as business prospects, customer retention, market trends, potential product obsolescence, competitive activities, and other economic factors. An impairment loss is recognized when the carrying value of an asset group exceeds the future net undiscounted cash flows expected to be generated by that asset group. The impairment loss recognized is the amount by which the carrying value of the asset group exceeds its fair value.

Goodwill. We assess goodwill for impairment at the reporting unit level on an annual basis as of October 1st, after the annual planning process is complete. More frequent evaluations may be required if we experience changes in our business climate or as a result of other triggering events that may take place. If the carrying value exceeds fair value, the asset is considered impaired and is reduced to its fair value.

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Impairment of Trade Name and Trademark Intangible Assets (2021)

As further described in Note 5 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K, on January 10, 2022, we completed our review and approval of our plan for rebranding as Wabash®. As part of the planning process, we assessed our usage of trade names and brand names in connection with the long-term growth strategy as One Wabash. Under the plan as approved, we no longer use certain trade names or brand names, and predominantly use Wabash (or variations thereof) to refer to the Company. The decision resulted in non-cash impairment charges of approximately $28.3 million during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets.

In assessing goodwill for impairment, we may choose to initially evaluate qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, then an impairment analysis for goodwill is performed at the reporting unit level using a quantitative approach. The quantitative test is a comparison of the fair value of the reporting unit, determined using a combination of the income and market approaches, to its recorded amount. If the recorded amount exceeds the fair value, an impairment is recorded to reduce the carrying amount to fair value, but will not exceed the amount of goodwill that is recorded.

The process of evaluating goodwill for impairment is subjective and requires significant judgment at many points during the analysis. If we elect to perform an optional qualitative analysis, we consider many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, long-term operating plans, and potential changes to significant assumptions used in the most recent fair value analysis for the reporting unit. When performing a quantitative goodwill impairment test, we generally determine fair value using a combination of an income-based approach and a market-based approach. The fair value determination consists primarily of using significant unobservable inputs (Level 3) under the fair value measurement standards. We believe the most critical assumptions and estimates in determining the estimated fair value of our reporting units include, but are not limited to, the amounts and timing of expected future cash flows which is largely dependent on expected EBITDA margins, the discount rate applied to those cash flows, and terminal growth rates. The assumptions used in determining our expected future cash flows consider various factors such as historical operating trends and long-term operating strategies and initiatives. The discount rate used by each reporting unit is based on our assumption of a prudent investor’s required rate of return assuming the risk of investing in a particular company. The terminal growth rate reflects the sustainable operating income a reporting unit could generate in a perpetual state as a function of revenue growth, inflation, and future margin expectations.

Annual Goodwill Impairment Test

As of December 31, ~~2023~~2024, goodwill allocated to our TS and P&S segments was approximately $120.5 million and $67.9 million, respectively. For the ~~2023~~2024 annual goodwill impairment test conducted as of October 1st, ~~2023~~2024, the Company chose to ~~evaluate~~use ~~qualitative~~a ~~factors~~quantitative assessment to determine if it was more likely than not that the fair value of the TS and P&S reporting units were less than their respective carrying amounts. In accordance with the relevant accounting guidance, in order to perform the ~~qualitative~~quantitative assessment, the Company considered many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, future operating plans, and potential changes to significant assumptions used in the most recent quantitative fair value analysis for each reporting unit (which was conducted in connection with the Company’s segment realignment beginning in September 2021 ~~as further described below~~). Based on the analysis of the factors and considerations described above, the Company concluded that it was more likely than not that the fair value of each reporting unit continued to be greater than the respective carrying value. Therefore, no impairment charges were recorded ~~and a quantitative analysis was not performed~~.

During the fourth quarters of ~~2022~~2023 and ~~2021~~2022, the Company completed its annual goodwill impairment test using the qualitative assessment. Based on all assessments performed, the Company believed it was more likely than not that the fair value of its reporting units were greater than their carrying amount and no additional impairment of goodwill was recognized.

In connection with the Company’s segment realignment beginning in September 2021 described in greater detail below, the Company performed a quantitative assessment for each reporting unit utilizing a combination of the income and market approaches, the results of which were weighted evenly. No impairment was indicated in either annual test as the fair value of each reporting unit exceeded its respective carrying value.

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2021 Segment Realignment

As further described in Note 5 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K, beginning in September 2021 we realigned our operating and reportable segments. Based on these changes, we established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable segments were also determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. In accordance with the relevant accounting guidance, we performed a quantitative impairment assessment of goodwill immediately prior to and subsequently following the change in segments and reporting units. The quantitative analyses did not result in any impairment charges as the fair value of each reporting unit exceeded the carrying value. In addition, as part of the change in segment structure, we reassigned goodwill from the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) reporting units to the TS and P&S reporting units using a relative fair value allocation approach as required by the relevant accounting guidance.

Goodwill Allocation for Extract Technology® (“Extract”)

As further described in Note 21 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K, during the second quarter of 2021, we sold our Extract business that manufactured stainless steel isolators and downflow booths, as well as custom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical, biotech, and nuclear end markets. Prior to the divestiture, Extract was an operating unit within the historical Process Systems reporting unit (which was within the historical DPG segment). In accordance with the relevant accounting guidance, as part of the sale we allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting net gain recognized in connection with the sale. Prior to and subsequent to the divestiture, we performed an impairment assessment for the historical DPG reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value.

Other

Inflation

Inflation impacts prices paid for labor, materials and supplies. Significant increases in the costs of production or certain commodities, raw materials, and components could have an adverse impact on our results of operations. As has been our practice, we will endeavor to offset the impact of inflation through selective price increases, productivity improvements, and hedging activities. Our ability to mitigate the impact of inflation through selective price increases may be limited by our backlog in cases of orders without inflation-based price adjustment provisions.

New Accounting Pronouncements

For information related to new accounting standards, see Note 3 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

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ITEM 7A–QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 Price Risks

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 December 31, ~~2023~~2024, we had $3515.70 million in raw material purchase commitments through December ~~2024~~2025 for materials that will be used in the production process, as compared to $5935.27 million as of December 31, ~~2022~~2023. The decrease from the prior year is primarily attributable to lower backlog and a reduction in the use of fixed price contracts. As of December 31, ~~2023~~2024, a hypothetical ten percent change in commodity prices based on our raw material purchase commitments through December ~~2024~~2025 would result in a corresponding change in cost of goods sold over a one-year period of approximately $31.65 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 December 31, ~~2023~~2024, we had no floating rate debt outstanding under our Revolving Facility. The only other outstanding debt on our Consolidated Balance Sheets as of December 31, ~~2023~~2024 were the ~~New~~ Senior Notes, which carry a fixed interest rate of 4.50%. Based on the current borrowings under our Revolving Facility, a hypothetical 100 basis-point change in the floating interest rate would result in no corresponding change in 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 our results of operations. We do not hold or issue derivative financial instruments for speculative purposes.

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ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			5453
Consolidated Balance Sheets as of December 31, 2023 and 2022			56
Consolidated Balance Sheets as of December 31, 2024 and 2023			55
Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021			57
Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022			56
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 2021			58
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2024, 2023, and 2022			57
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022, and 2021			59
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023, and 2022			58
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021			60
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022			59
Notes to Consolidated Financial Statements			6160

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Wabash National Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Wabash National Corporation (the Company) as of December 31, ~~2023~~2024 and ~~2022~~2023, the related consolidated statements of operations, comprehensive ~~income~~ (loss) income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, ~~2023~~2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2023~~2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, ~~2023~~2024, based on criteria established in Internal Control—-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 2218, ~~2024~~2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the ~~audit~~Audit ~~committee~~Committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

			Valuation of Goodwill
Description of the Matter			At December 31, ~~2023~~2024, the Company’s goodwill was $188.4 million. As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at the reporting unit level at least annually or whenever events or changes in circumstances indicate its carrying value may not be recoverable. Management first assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
			Auditing management’s goodwill impairment tests was complex and highly judgmental due to the significant estimation required to determine that the fair values of the reporting units were not less than their carrying values when applying a qualitative assessment. In particular, the fair value estimates were sensitive to qualitative factors, such as general economic conditions, industry and market conditions, financial performance and key business drivers, future operating plans, and potential changes to significant assumptions used in the most recent quantitative fair value analysis of each reporting unit.
			Auditing management’s quantitative goodwill impairment tests was complex and highly judgmental due to the significant estimation required to determine the fair values of the reporting units. In particular, the fair value estimates were sensitive to significant assumptions, such as changes in EBITDA margins and discount rates, which are affected by expectations about future market or economic conditions.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment testing process, including controls over management’s review of the ~~qualitative~~significant ~~factors~~data and assumptions described above.

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			To test the estimated fair values of the Company’s reporting units, we performed audit procedures that included, among others, assessing methodologies, testing the significant assumptions discussed above used to develop the prospective financial information, and testing the underlying data used by the Company in its analysis. We compared the prospective financial information developed by management to the historical performance of each reporting unit as well as current industry and economic trends and evaluated the expected impacts of the Company’s operating strategies and initiatives on the significant assumptions. In addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company. We involved our internal valuation specialists to assist in our evaluation of the methodologies used by the Company, the discount rate assumptions and the calculations of each reporting unit’s fair value.


/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002.
Indianapolis, Indiana
February 18, 2025

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To test the conclusion that the fair values of the Company’s reporting units are not less than their carrying amounts, we performed audit procedures that included, among others, assessing the reasonableness of the factors considered within the analyses, testing the qualitative factors discussed above and the underlying data used by the Company in its analyses. We compared the qualitative factors used by management to current industry and economic trends, historical Company results, key business drivers, the Company’s market capitalization and other relevant factors, including evaluating whether any contrary evidence exists.

/s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. Indianapolis, Indiana February 22, 2024

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WABASH NATIONAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	December 31,
	2023		2022
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	~~179~~115,~~271~~484	$	58179,~~245~~271
Accounts receivable, net	~~182~~143,~~990~~946		~~255~~182,~~577~~990
Inventories	267,635		243,870
Inventories, net	258,825		267,635
Prepaid expenses and other	5176,~~457~~233		3451,~~927~~457
Total current assets	~~681~~594,~~353~~488		~~592~~681,~~619~~353
Property, plant, and equipment, net	~~325~~339,~~444~~247		~~271~~325,~~116~~444
Goodwill	188,409		188,434
Deferred income taxes	94,873		—
Intangible assets, net	86,418		99,231
Goodwill	188,441		188,409
Investment in unconsolidated entity	1,647		—
Intangible assets, net	74,445		86,418
Other assets	79,543		52,123
Investment in unconsolidated entities	7,250		1,647
Total assets	$	1,362,814	$	1,203,523
Other assets	112,785		79,543
Total assets	$	1,411,529	$	1,362,814
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt	$	—	$	—
Accounts payable	~~156~~146,~~608~~738		~~189~~156,~~141~~608
Other accrued liabilities	~~195~~161,~~601~~671		~~158~~195,~~327~~601
Total current liabilities	~~352~~308,~~209~~409		~~347~~352,~~468~~209
Long-term debt	~~396~~397,~~465~~142		~~395~~396,~~818~~465
Deferred income taxes	~~17,013~~—		2717,~~758~~013
Other non-current liabilities	47516,~~028~~152		3447,~~354~~028
Total liabilities	~~812~~1,~~715~~221,703		~~805~~812,~~398~~715
Commitments and contingencies
Noncontrolling interest	~~603~~996		~~512~~603
Wabash National Corporation Stockholders' equity:
Wabash National Corporation stockholders' equity:
Common stock, $0.01 par value: 200,000,000 shares authorized; 45,393,260 and 47,675,796 shares outstanding, respectively	774		766
Common stock, $0.01 par value: 200,000,000 shares authorized; 42,882,308 and 45,393,260 shares outstanding, respectively	781		774
Additional paid-in capital	~~677~~689,~~886~~216		~~665~~677,~~941~~886
Retained earnings	~~403~~105,~~923~~633		~~188~~403,~~241~~923
Accumulated other comprehensive loss	(~~428~~3,229)		(~~882~~428)
Treasury stock, at cost: 32,128,755 and 28,972,928 common shares, respectively	(532,659)		(456,453)
Treasury stock, at cost: 35,253,489 and 32,128,755 common shares, respectively	(603,571)		(532,659)
Total Wabash National Corporation stockholders' equity	~~549~~188,~~496~~830		~~397~~549,~~613~~496
Total liabilities, noncontrolling interest, and equity	$	1,~~362~~411,~~814~~529	$	1,~~203~~362,~~523~~814

The accompanying notes are an integral part of these Consolidated Statements.

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WABASH NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

	Year Ended December 31,
	2023		2022		2021
	2024		2023		2022
Net sales	$	21,~~536~~946,~~500~~740	$	2,~~502~~536,~~129~~500	$	12,~~803~~502,~~268~~129
Cost of sales	21,~~038~~681,~~313~~668		2,~~179~~038,~~438~~313		12,~~606~~179,~~801~~438
Gross profit	~~498~~265,~~187~~072		~~322~~498,~~691~~187		~~196~~322,~~467~~691
General and administrative expenses	~~146~~580,~~658~~684		~~113~~146,~~083~~658		88113,~~807~~083
Selling expenses	2628,~~532~~035		2726,~~070~~532		2327,~~691~~070
Amortization of intangible assets	1211,~~813~~973		1512,~~211~~813		2215,~~858~~211
Impairment and other, net	~~235~~484		~~685~~235		~~27,569~~685
Income from operations	311,949		166,642		33,542
(Loss) income from operations	(356,104)		311,949		166,642
Other income (expense):
Interest expense	(19,~~854~~839)		(2019,~~525~~854)		(2320,~~128~~525)
Other, net	35,~~393~~434		~~318~~3,393		~~(9,124)~~318
Other expense, net	(1614,~~461~~405)		(2016,~~207~~461)		(3220,~~252~~207)
Loss from unconsolidated entity	(~~803~~6,089)		—(803)		—
Income before income tax	294,685		146,435		1,290
(Loss) income before income tax expense	(376,598)		294,685		146,435
Income tax expense	62,830		33,665		126
Income tax (benefit) expense	(93,523)		62,830		33,665
Net income	231,855		112,770		1,164
Net (loss) income	(283,075)		231,855		112,770
Net income attributable to noncontrolling interest	~~603~~996		~~512~~603		—512
Net income attributable to common stockholders	$	231,252	$	112,258	$	1,164
Net (loss) income attributable to common stockholders	$	(284,071)	$	231,252	$	112,258
Net income attributable to common stockholders per share:
Net (loss) income attributable to common stockholders per share:
Basic	$	4(6.9240)	$	24.3192	$	02.0231
Diluted	$	4(6.8140)	$	24.2581	$	02.0225
Weighted average common shares outstanding (in thousands):
Basic	4744,~~011~~359		4847,~~626~~011		5048,~~684~~626
Diluted	4844,~~030~~359		4948,~~881~~030		5149,~~608~~881
Dividends declared per share	$	0.32	$	0.32	$	0.32

The accompanying notes are an integral part of these Consolidated Statements.

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WABASH NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME~~ (LOSS) INCOME

(Dollars in thousands)

	Year Ended December 31,
	2023		2022		2021
	2024		2023		2022
Net income	$	231,855	$	112,770	$	1,164
Net (loss) income	$	(283,075)	$	231,855	$	112,770
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment	~~975~~(2,183)		~~198~~975		~~193~~198
Unrealized loss on derivative instruments	(~~521~~618)		(~~1,939~~521)		(61,~~967~~939)
Total other comprehensive income (loss)	454		(1,741)		(6,774)
Total other comprehensive (loss) income	(2,801)		454		(1,741)
Comprehensive income (loss)	232,309		111,029		(5,610)
Comprehensive (loss) income	(285,876)		232,309		111,029
Comprehensive income attributable to noncontrolling interest	—996		—		—
Comprehensive income (loss) attributable to common stockholders	$	232,309	$	111,029	$	(5,610)
Comprehensive (loss) income attributable to common stockholders	$	(286,872)	$	232,309	$	111,029

The accompanying notes are an integral part of these Consolidated Statements.

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WABASH NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands)

	Common Stock			AdditionalPaid-InCapital		RetainedEarnings(Deficit)		AccumulatedOtherComprehensive(Loss) Income		TreasuryStock		Total
	Shares	Amount
Balances at December 31, 2020	52,536,482	$	755	$	644,695	$	107,233	$	7,633	$	(355,437)	$	404,879
Net income for the year						1,164						1,164
Foreign currency translation								193				193
Stock-based compensation	145,118	2		7,057								7,059
Stock repurchase	(3,927,900)									(66,731)		(66,731)
Common stock dividends						(16,286)						(16,286)
Unrealized loss on derivative instruments, net of tax								(6,967)				(6,967)
Common stock issued in connection with:
Stock option exercises	200,782	2		2,226								2,228
Balances at December 31, 2021	48,954,482	$	759	$	653,978	$	92,111	$	859	$	(422,168)	$	325,539
Net income attributable to common stockholders for the year						112,258						112,258
Foreign currency translation								198				198
Stock-based compensation	298,458	5		9,741								9,746
Stock repurchase	(1,761,339)									(34,285)		(34,285)
Common stock dividends						(16,128)						(16,128)
Unrealized loss on derivative instruments, net of tax								(1,939)				(1,939)
Common stock issued in connection with:
Stock option exercises	184,195	2		2,222								2,224
Balances at December 31, 2022	47,675,796	$	766	$	665,941	$	188,241	$	(882)	$	(456,453)	$	397,613
Net income attributable to common stockholders for the year						231,252						231,252
Foreign currency translation								975				975
Stock-based compensation	516,747	8		11,790								11,798
Stock repurchase	(2,810,716)									(76,206)		(76,206)
Common stock dividends						(15,570)						(15,570)
Unrealized loss on derivative instruments, net of tax								(521)				(521)
Common stock issued in connection with:
Stock option exercises	11,433	—		155								155
Balances at December 31, 2023	45,393,260	$	774	$	677,886	$	403,923	$	(428)	$	(532,659)	$	549,496
Net loss attributable to common stockholders for the year						(284,071)						(284,071)
Foreign currency translation								(2,183)				(2,183)
Stock-based compensation	359,674	7		11,302								11,309
Stock repurchase	(2,872,626)									(70,912)		(70,912)
Common stock dividends						(14,219)						(14,219)
Unrealized loss on derivative instruments, net of tax								(618)				(618)
Common stock issued in connection with:
Stock option exercises	2,000			28								28
Balances at December 31, 2024	42,882,308	$	781	$	689,216	$	105,633	$	(3,229)	$	(603,571)	$	188,830

The accompanying notes are an integral part of these Consolidated Statements.

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WABASH NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	Year Ended December 31,
	2023		2022		2021
	2024		2023		2022
Cash flows from operating activities:
Net income	$	231,855	$	112,770	$	1,164
Net (loss) income	$	(283,075)	$	231,855	$	112,770
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation	3245,~~507~~012		3132,~~758~~507		2531,~~984~~758
Amortization of intangibles	1211,~~813~~973		1512,~~211~~813		2215,~~858~~211
Net loss (gain) on sale of property, plant and equipment and business divestiture	235		(635)		(1,594)
Net (gain) loss on sale of property, plant and equipment and business divestiture	(493)		235		(635)
Loss on debt extinguishment	—		—		9,504
Deferred income taxes	(111,683)		(13,459)		(7,614)
Deferred income taxes	(13,459)		(7,614)		(8,147)
Stock-based compensation	11,309		11,799		9,746
Stock-based compensation	11,799		9,746		7,059
Non-cash interest expense	962		946		868
Non-cash interest expense	946		868		1,082
Equity in loss of unconsolidated entity	6,089		803		—
Equity in loss of unconsolidated entity	803		—		—
Impairment	994		—		1,339
Impairment	—		1,339		29,163
Accounts receivable	39,044		72,587		(79,066)
Accounts receivable	72,587		(79,066)		(80,879)
Inventories	8,810		(23,765)		(6,249)
Inventories	(23,765)		(6,249)		(74,804)
Prepaid expenses and other	4,020		(10,727)		1,069
Prepaid expenses and other	(10,727)		1,069		8,570
Accounts payable and accrued liabilities	(68,687)		5,775		46,085
Accounts payable and accrued liabilities	5,775		46,085		54,862
Other, net	452,997		(1,763)		(1,198)
Other, net	(1,763)		(1,198)		(2,292)
Net cash provided by operating activities	117,272		319,606		124,084
Net cash provided by (used in) operating activities	319,606		124,084		(7,470)
Cash flows from investing activities:
Cash payments for capital expenditures	(9872,~~093~~188)		(5798,~~086~~093)		(4957,~~105~~086)
Expenditures for revenue generating assets	(56,~~650~~948)		—(5,650)		—
Proceeds from sale of assets and business divestiture	~~154~~4,448		~~1,781~~154		221,~~029~~781
Investment in unconsolidated entity	(2,450)		—		—
Investment in unconsolidated entities	(20,100)		(2,450)		—
Net cash used in investing activities	(~~106~~94,~~039~~788)		(55106,~~305~~039)		(2755,~~076~~305)
Cash flows from financing activities:
Proceeds from exercise of stock options	~~155~~28		~~2,224~~155		2,~~228~~224
Dividends paid	(1514,~~861~~779)		(1615,~~020~~861)		(16,~~435~~020)
Borrowings under revolving credit facilities	~~104,199~~884		97104,~~549~~199		5097,~~823~~549
Payments under revolving credit facilities	(~~104,199~~884)		(~~130~~104,~~584~~199)		(17130,~~788~~584)
Principal payments under finance lease obligations	—		~~(59)~~—		(~~319~~59)
Borrowings under new senior notes	—		—		400,000
Debt issuance costs paid	(5)		(117)		(1,137)
Principal payments against old senior notes	—		—		(315,000)
Stock repurchases	(70,912)		(76,206)		(34,285)
Principal payments under term loan credit facility	—		—		(138,835)
Distribution to noncontrolling interest	(603)		(512)		—
Debt issuance costs paid	(117)		(1,137)		(9,296)
Net cash used in financing activities	(86,271)		(92,541)		(82,312)
Stock repurchases	(76,206)		(34,285)		(66,731)
Distribution to noncontrolling interest	(512)		—		—
Net cash used in financing activities	(92,541)		(82,312)		(111,353)
Cash, cash equivalents, and restricted cash:
Net increase (decrease) in cash, cash equivalents, and restricted cash	121,026		(13,533)		(145,899)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(63,787)		121,026		(13,533)
Cash, cash equivalents, and restricted cash at beginning of period	58179,~~245~~271		7158,~~778~~245		~~217~~71,~~677~~778
Cash, cash equivalents, and restricted cash at end of period	$	~~179~~115,~~271~~484	$	58179,~~245~~271	$	7158,~~778~~245
Supplemental disclosures of cash flow information:
Cash paid for interest	$	18,~~938~~786	$	2018,~~131~~938	$	2220,~~040~~131
Net cash paid (refunds received) for income taxes	$	82,589	$	18,333	$	(467)
Net cash paid for income taxes	$	29,831	$	82,589	$	18,333
Period end balance of payables for property, plant, and equipment	$	115,~~662~~915	$	1811,~~809~~662	$	318,~~785~~809

The accompanying notes are an integral part of these Consolidated Statements.

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WABASH NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE BUSINESS

Wabash National Corporation, (which we refer to herein as “Wabash,” the “Company,” “~~Wabash~~us,” “we,” or “our,” oris ~~“us”)~~Changing How the World Reaches You®. Wabash was founded in 1985 and incorporated as a corporation in Delaware in 1991, with its principal executive offices in Lafayette, Indiana., ~~The Company was founded~~ as a dry van trailer manufacturer~~—today,~~. ~~the~~Today ~~Company~~we ~~enables~~combine ~~customers~~physical ~~to thrive by providing insight into tomorrow~~ and ~~delivering~~digital ~~pragmatic~~technologies ~~solutions today~~ to ~~move~~deliver ~~everything~~innovative, ~~from first~~ end-to-end final mile. Wabash designs, manufactures, and services a diverse range of products, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, ~~and~~that ~~specialty~~optimize ~~food~~supply ~~grade~~chains ~~processing~~across ~~equipment. This diversification has been achieved through acquisitions~~transportation, ~~organic growth~~logistics, and ~~product~~infrastructure ~~innovation~~markets.

To that end, we design and manufacture a diverse range of products supporting first-to-final mile operations, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels, and specialty food grade processing equipment. In addition, through the Wabash Marketplace and Wabash Parts, customers gain access to a nationwide parts and service network, Trailers as a Service (TaaS)℠, and advanced tools designed to streamline operations and drive growth. We have achieved this diversification through acquisitions, organic growth, and product innovation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation. The consolidated financial statements reflect the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany profits, transactions, and balances have been eliminated in consolidation.

Reclassifications. Certain prior period amounts have been reclassified to conform to the current year presentation.

Use of Estimates. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that directly affect the amounts reported in its consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

Cash and Cash Equivalents. Cash and cash equivalents include all highly liquid investments with a maturity of three months or less at the time of purchase.

Accounts Receivable. Accounts receivable are shown net of expected losses and primarily include trade receivables. The Company records expected losses for customers based upon a variety of factors including the Company’s historical collection experience, the length of time the account has been outstanding, and the financial condition of the customer. If the circumstances related to specific customers were to change, the Company’s estimates of expected losses with respect to the collectability of the related accounts could be further adjusted. The Company’s policy is to write-off receivables when they are determined to be uncollectible. Expected losses are charged to General and administrative expenses and Selling expenses in the Consolidated Statements of Operations. The following table presents the changes in expected losses (in thousands):

	Years ended December 31,
	2023		2022		2021
	2024		2023		2022
Balance at beginning of year	$	~~428~~1,079	$	~~429~~428	$	~~536~~429
Expected losses	~~651~~381		~~179~~651		10179
Write-offs, net of recoveries	—(58)		~~(180)~~—		(~~117~~180)
Balance at end of year	$	1,~~079~~402	$	~~428~~1,079	$	~~429~~428

Inventories. Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or net realizable value. The cost of manufactured inventory includes raw material, labor and overhead.

	December 31,
	2023		2022
Chassis converter pool agreements	$	27,312	$	20,345
Income tax receivables	11,840		2,358
Insurance premiums & maintenance/subscription agreements	5,899		3,949
Commodity swap contracts	1,511		2,674
All other	4,895		5,601
	$	51,457	$	34,927

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Prepaid Expenses and Other. Prepaid expenses and other as of December 31, 2024 and 2023 consists of the following (in thousands):

Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, who 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 to the manufacturer’s dealers. As further described in Note 11, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. Other items primarily consist of investments held by the Company’s captive insurance subsidiary and other various prepaid and other assets. As of December 31, 2023 and 2022, there was no restricted cash included in prepaid expenses and other current assets.


	December 31,
	2024		2023
Chassis converter pool agreements	$	57,109	$	27,312
Income tax receivables	10,269		11,840
Insurance premiums & maintenance/subscription agreements	5,595		5,899

Commodity swap contracts	163		1,511
All other	3,097		4,895
	$	76,233	$	51,457

Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, who 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 to the manufacturer’s dealers. As further described in Note 11, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. Other items primarily consist of investments held by the Company’s captive insurance subsidiary and other various prepaid and other assets. As of December 31, 2024 and 2023, there was no restricted cash included in prepaid expenses and other current assets.

Property, Plant, and Equipment. Property, plant, and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense as incurred, while expenditures that extend the useful life of an asset are capitalized. Depreciation is recorded using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives are up to 33 years for buildings and building improvements and range from three to ten years for machinery and equipment.

Goodwill. Goodwill represents the excess purchase price over fair value of the net assets acquired. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. The Company reviews goodwill for impairment, at the reporting unit level, annually on October 1 and whenever events or changes in circumstances indicate its carrying value may not be recoverable. In accordance with ASC 350, Intangibles - Goodwill and Other, goodwill is reviewed for impairment utilizing either a qualitative assessment or a quantitative process.

The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity has an unconditional option to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test, which is the option the Company has historically chosen.

For reporting units in which the Company performs the quantitative analysis, the Company compares the carrying value, including goodwill, of each reporting unit with its estimated fair value. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is greater than the fair value, the difference is recognized as an impairment loss charged to the reporting unit. After an impairment loss is recognized, the adjusted carrying amount of goodwill shall be its new accounting basis.

As of December 31, ~~2023~~2024, goodwill allocated to the Transportation Solutions (“TS”) and Parts & Services (“P&S”) segments was approximately $120.5 million and $67.9 million, respectively.

For the 2023 annual goodwill impairment test conducted as of October 1st, 2023, the Company chose to evaluate qualitative factors to determine if it was more likely than not that the fair value of the TS and P&S reporting units were less than their respective carrying amounts. In accordance with the relevant accounting guidance, in order to perform the qualitative assessment, the Company considered many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, future operating plans, and potential changes to significant assumptions used in the most recent quantitative fair value analysis for each reporting unit (which was conducted in connection with the Company’s segment realignment beginning in September 2021 as further described below). Based on the analysis of the factors and considerations described above, the Company concluded that it was more likely than not that the fair value of each reporting unit continued to be greater than the respective carrying value. Therefore, no impairment charges were recorded and a quantitative analysis was not performed.

During the fourth quarters of 2022 and 2021, the Company completed its annual goodwill impairment test using the qualitative assessment. Based on all assessments performed, the Company believed it was more likely than not that the fair value of its reporting units were greater than their carrying amount and no additional impairment of goodwill was recognized.

Long-Lived Assets. Long-lived assets, consisting primarily of intangible assets and property, plant, and equipment, are reviewed for impairment whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset is expected to generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations. Fair value is determined based upon discounted cash flows or appraisals as appropriate.

62Other Assets. The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over three to seven years. As of December 31, 2024 and 2023, the Company had software costs, net of amortization, of $9.9 million and $8.0 million, respectively. Amortization expense for 2024, 2023, and 2022 was $3.4 million, $1.9 million, and $1.8 million, respectively.

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During the first quarter of 2022, the Company impaired approximately $1.0 million of construction-in-progress projects that were no longer expected to be completed.

As further described in Note 5, in connection with the Company’s rebranding initiative the Company recorded non-cash impairment charges of approximately $28.3 million during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets. Net intangible assets of approximately $1.3 million were written-off during the second quarter of 2021 in connection with the Extract® Technology divestiture.

Other Assets. The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over three to seven years. As of December 31, 2023 and 2022, the Company had software costs, net of amortization, of $8.0 million and $3.3 million, respectively. Amortization expense for 2023, 2022, and 2021 was $1.9 million, $1.8 million, and $1.7 million, respectively.

Warranties. The Company offers a limited warranty for its products with a coverage period that ranges between one and five years, except that the coverage period for DuraPlate® trailer panels is ten years. The Company passes through component manufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverage at the time of the sale.

The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands):

	2023		2022
	2024		2023
Balance as of January 1	$	2221,~~061~~286	$	22,~~045~~061
Provision and revisions to estimates	32,~~716~~581		23,~~806~~716
Payments	(46,~~491~~909)		(24,~~790~~491)
Balance as of December 31	$	2116,~~286~~958	$	2221,~~061~~286

Self-Insured Liabilities. The Company is self-insured up to specified limits for medical and workers’ compensation coverage. The self-insurance reserves have been recorded to reflect the undiscounted estimated liabilities, including claims incurred but not reported, as well as catastrophic claims as appropriate.

The following table presents the changes in the self-insurance accrual included in Other accrued liabilities (in thousands):

	2023		2022
	2024		2023
Balance as of January 1	$	1011,~~718~~311	$	1110,~~152~~718
Expense	3940,~~890~~511		3439,~~457~~890
Payments	(39,~~297~~624)		(3439,~~891~~297)
Balance as of December 31	$	1112,~~311~~198	$	1011,~~718~~311

Income Taxes. The Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liability method measures the expected tax impact at current enacted rates of future taxable income or deductions resulting from differences in the tax and financial reporting basis of assets and liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses and credit carryforwards are recognized as deferred tax assets. Deferred tax assets are reduced by a valuation allowance to the extent management determines that it is more-likely-than-not the Company would not realize the value of these assets.

The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position is required to meet before being recognized in the financial statements.

Used Trailer Trade Commitments. The Company may accept trade-in of used trailers when a customer enters into a contract to purchase a new trailer. However, in the contracts for the sale of the new trailers, there is no commitment to repurchase that trailer or a similar trailer in the future. The Company had no and $0.5 million ~~and no~~ outstanding trade commitments as of December 31, ~~2023~~2024 and December 31, ~~2022~~2023, respectively. On occasion, the amount of the trade allowance provided for in the used trailer commitments, or cost, may exceed the net realizable value of the underlying used trailer. In these instances, the Company’s policy is to recognize the loss related to these commitments at the time the new trailer revenue is recognized. Net realizable value of used trailers is measured considering market sales data for comparable types of trailers.

Concentration of Credit Risk. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents, and customer receivables. We place our cash and cash equivalents with high quality financial institutions. Generally, we do not require collateral or other security to support customer receivables.

63Research and Development. Research and development expenses are charged to Cost of sales and General and administrative expenses in the Consolidated Statements of Operations as incurred and were $8.6 million, $7.5 million, and $5.3 million in 2024, 2023, and 2022, respectively.

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Research and Development. Research and development expenses are charged to Cost of sales and General and administrative expenses in the Consolidated Statements of Operations as incurred and were $7.5 million, $5.3 million, and $13.6 million in 2023, 2022, and 2021, respectively.

3. NEW ACCOUNTING PRONOUNCEMENTS

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses,. ~~allowing~~These improvements allow financial statement users to better understand the components of a segment's profit or loss toand assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures, providing new disclosure requirements for entities with a single reportable segment, and requiring other new disclosures. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024~~, and early adoption is permitted~~. ~~Although~~The ~~the ASU only requires additional disclosures about the~~ Company's ~~operating~~adopted ~~segments,~~this ~~the~~standard ~~Company~~beginning iswith ~~currently evaluating~~ the ~~impact~~current of10-K ~~adopting~~reported ~~this~~at ~~guidance~~December 31, ~~on the consolidated financial statements~~2024.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. Although the ASU only modifies the Company's required income tax disclosures, the Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the consolidated financial statements. The effective date of this ASU is for annual periods beginning after December 15, 2026. The Company is evaluating the effect this guidance will have on the consolidated financial statements.

4. REVENUE RECOGNITION

The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net sales and the associated costs are included in Cost of sales in the Consolidated Statements of Operations. For shipping and handling costs that take place after the transfer of control, the Company applies the practical expedient and treats it as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense. For performance obligations satisfied over time, which includes service work whereby the customer simultaneously receives and consumes the benefits provided, and also included certain equipment-related sales within our Parts & Services reportable segment prior to the sale of our Extract Technology® business during the second quarter of 2021 that had no alternative use and contained an enforceable right to payment, the Company recognizes revenue on the basis of the Company’s efforts or inputs to the satisfaction of these performance obligations, measured by actual total cost incurred to the total estimated costs for each project. Total revenue recognized over time was not material to the consolidated financial statements for all periods presented.

The Company has identified three separate and distinct performance obligations: (1) the sale of a trailer or equipment, (2) the sale of replacement parts, and (3) service work. For trailer, truck body, equipment, and replacement part sales, control is transferred and revenue is recognized from the sale upon shipment to or pick up by the customer in accordance with the contract terms. The Company does not have any material extended payment terms as payment is received shortly after the point of sale. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company does have customers who pay for the product prior to the transfer of control, which is recorded as customer deposits in Other accrued liabilities as shown in Note 9. Customer deposits are recognized as revenue when the Company performs its obligations under the contract and transfers control of the product.

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5. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and Related Annual Impairment Assessments

2021 Segment Realignment

As further described in Note 20, beginning in September 2021 the Company realigned its operating and reportable segments. Based on these changes, the Company established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable segments were also determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. In accordance with the relevant accounting guidance, the Company performed a quantitative impairment assessment of goodwill immediately prior to and subsequently following the change in segments and reporting units. The quantitative analyses did not result in any impairment charges as the fair value of each reporting unit exceeded the carrying value. In addition, as part of the change in segment structure, the Company reassigned goodwill from the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) reporting units to the TS and P&S reporting units using a relative fair value allocation approach as required by the relevant accounting guidance.

2021 Goodwill Allocation for Extract Technology®

As further described in Note 21, during the second quarter of 2021, the Company sold its Extract Technology® (“Extract”) business that manufactured stainless steel isolators and downflow booths, as well as custom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical, biotech, and nuclear end markets. Prior to the divestiture, Extract was an operating unit within the historical DPG reporting unit. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting net gain recognized in connection with the sale. Prior to and subsequent to the divestiture, the Company performed an impairment assessment for the historical DPG reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value.

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For the ~~years~~2024 ~~ended~~annual ~~December 31~~goodwill impairment test conducted as of October 1st, ~~2023~~2024, ~~2022~~the Company chose to use a quantitative assessment to determine if it was more likely than not that the fair value of the TS and P&S reporting units were less than their respective carrying amounts. In accordance with the relevant accounting guidance, in order to perform the quantitative assessment, the Company considered many factors including, but not limited to, general economic conditions, industry and ~~2021~~market conditions, financial performance and key business drivers, and future operating plans. Based on the ~~changes~~analysis inof the ~~carrying~~factors ~~amounts~~and considerations described above, the Company concluded that it was more likely than not that the fair value of ~~goodwill~~each ~~were~~reporting asunit ~~follows~~continued ~~(in~~to ~~thousands):~~be greater than the respective carrying value. Therefore, no impairment charges were recorded.

	Transportation Solutions		Parts & Services		Total
Balance at December 31, 2021
Goodwill	$	188,764	$	108,079	$	296,843
Accumulated impairment losses	(68,257)		(40,143)		(108,400)
Net balance at December 31, 2021	120,507		67,936		188,443
Effects of foreign currency	(5)		(4)		(9)
Balance at December 31, 2022
Goodwill	188,759		108,075		296,834
Accumulated impairment losses	(68,257)		(40,143)		(108,400)
Net balance as of December 31, 2022	120,502		67,932		188,434
Effects of foreign currency	(16)		(9)		(25)
Balance as of December 31, 2023
Goodwill	188,743		108,066		296,809
Accumulated impairment losses	(68,257)		(40,143)		(108,400)
Net balance as of December 31, 2023	$	120,486	$	67,923	$	188,409

During the fourth quarters of 2023 and 2022, the Company completed its annual goodwill impairment test using the qualitative assessment. Based on all assessments performed, the Company believed it was more likely than not that the fair value of its reporting units were greater than their carrying amount and no additional impairment of goodwill was recognized.

For the years ended December 31, 2024, 2023, and 2022, the changes in the carrying amounts of goodwill were as follows (in thousands):


	Transportation Solutions		Parts & Services		Total
Balance at December 31, 2022
Goodwill	$	188,759	$	108,075	$	296,834
Accumulated impairment losses	(68,257)		(40,143)		(108,400)
Net balance at December 31, 2022	120,502		67,932		188,434


Effects of foreign currency	(16)		(9)		(25)
Balance at December 31, 2023
Goodwill	188,743		108,066		296,809
Accumulated impairment losses	(68,257)		(40,143)		(108,400)
Net balance as of December 31, 2023	120,486		67,923		188,409


Effects of foreign currency	20		12		32
Balance as of December 31, 2024
Goodwill	188,763		108,078		296,841
Accumulated impairment losses	(68,257)		(40,143)		(108,400)
Net balance as of December 31, 2024	$	120,506	$	67,935	$	188,441

Intangible Assets

Intangible asset amortization expense was $12.80 million, $1512.28 million, and $2215.92 million for ~~2023~~2024, ~~2022~~2023, and ~~2021~~2022, respectively. Annual intangible asset amortization expense for the next 5 fiscal years is estimated to be $1211.2 million in ~~2024~~2025; $1110.27 million in ~~2025~~2026; $10.71 million in ~~2026~~2027; $109.27 million in ~~2027~~2028; and $9.73 million in ~~2028~~2029.

As ~~further~~of ~~described throughout our Annual Report on Form 10-K for the year ended~~ December 31, ~~2021~~2024, ~~on January 10, 2022,~~ the ~~Company~~balances ~~completed its review and approval~~ of ~~its~~intangible ~~plan~~assets, ~~for~~other ~~rebranding~~than ~~as Wabash®. As part of the planning process~~goodwill, ~~the~~were ~~Company assessed its usage of trade names and brand names in connection with the long-term growth strategy~~ as ~~One~~follows ~~Wabash. Under the plan as approved, the Company no longer uses certain trade names or brand names, and predominantly uses Wabash~~ (~~or variations thereof) to refer to the Company. The decision resulted~~ in ~~non-cash impairment charges of approximately $28.3 million (of which approximately $25.6 million related to the TS operating segment and $2.7 million to the P&S operating segment~~thousands) during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets. The impairment charges are included in Impairment and other, net in the Consolidated Statements of Operations.:

Net intangible assets of approximately $1.3 million were written-off during the second quarter of 2021 in connection with the Extract® divestiture.


	Weighted Average Amortization Period	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets

Customer relationships	13 years	$	270,016	$	(195,571)	$	74,445
Technology	12 years	11,708		(11,708)		—
Total		$	281,724	$	(207,279)	$	74,445

As of December 31, 2023, the balances of intangible assets, other than goodwill, were as follows (in thousands):


	Weighted Average Amortization Period	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets

Customer relationships	13 years	$	270,016	$	(183,923)	$	86,093
Technology	12 years	11,708		(11,383)		325
Total		$	281,724	$	(195,306)	$	86,418

	Weighted AverageAmortization Period	Gross IntangibleAssets		AccumulatedAmortization		Net IntangibleAssets
Customer relationships	13 years	270,016		(172,086)		97,930
Technology	12 years	11,708		(10,407)		1,301
Total		$	281,724	$	(182,493)	$	99,231

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6. NONCONTROLLING INTEREST, ~~AND~~ VARIABLE INTEREST ENTITIES (“VIEs”) AND INVESTMENTS

VIEs & Consolidation

The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either the variable interest model (the “VIE model”) or the voting interest model (the “VOE model”).

VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (ii) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.

The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE through its interest in the VIE.

To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, the Company considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE (typically management and representation on the board of directors as well as control of the overall strategic direction of the entity) and have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE.

To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests, which primarily include the obligation to absorb losses or fund expenditures or losses (if needed), that are deemed to be variable interests in the VIE. This assessment requires the Company to apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing the significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by the Company.

At the VIE’s inception, the Company determines whether it is the primary beneficiary and if the VIE should be consolidated based on the facts and circumstances. The Company then performs on-going reassessments of the VIE based on reconsideration events and reevaluates whether a change to the consolidation conclusion is required each reporting period. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with the applicable GAAP.

Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, the Company consolidates the entity if it determines that it, directly or indirectly, has greater than 50% of the voting shares and that other equity holders do not have substantive voting, participating or liquidation rights. The Company has no entities consolidated under the VOE model.

At each reporting period, the Company reassesses whether it remains the primary beneficiary for VIEs consolidated under the VIE model.

If the Company concludes it is not the primary beneficiary of a VIE, the Company evaluates whether it has the ability to exercise significant influence over operating and financial policies of the entity requiring the equity method of accounting. The Company’s judgment regarding the level of influence over an equity method investment includes, but is not limited to, considering key factors such as the Company’s ownership interest (generally represented by ownership of at least 20 percent but not more than 50 percent), representation on the board of directors, participation in policy -making decisions, technological dependency, and material intercompany transactions. Generally, under the equity method, investments are recorded at cost and subsequently adjusted by the Company’s share of equity in income or losses after the date of the initial investment. Equity in income or losses is recorded according to the Company’s level of ownership; if losses accumulate, the Company records its share of losses until the investment has been fully depleted. If the Company’s investment has been fully depleted, the Company recognizes additional losses only when it is committed to ~~provide~~providing further financial support. Dividends received from equity method investees reduce the amount of the Company’s investment when received and do not impact the Company’s earnings. The Company evaluates its equity method investments for an other-than-temporary impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.

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Linq Venture Holdings LLC

During the fourth quarter of 2023, the Company continued to unify and expand its parts and services capabilities and ecosystem by executing an agreement with a partner to create a new legal entity (Linq Venture Holdings LLC, “Linq”). Linq aims to develop and scale a digital marketplace ~~in and~~ for the transportation and logistics distribution industry. ~~Linq~~It isintends ~~intended~~ to beserve as the digital channel tofor ~~market~~marketing Wabash equipment and parts & services, as well as non-Wabash parts & services, in a digital marketplace format to end-customers asand ~~well as~~ dealers. The Company holds 49% ownership of the membership units in Linq while its partner holds 51%. Initial capital contributions to Linq were in proportion to the respective ownership interests. The Company’s initial capital contribution was approximately $2.5 million while its partner’s contribution was approximately $2.6 million. At its formation, Linq has no debt or other financial obligations other than typical operating expenses and costs. Creditors of Linq do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the respective ownership interests.

The Company holds 49% ownership of the membership units in Linq, while its partner holds 51%. Initial capital contributions to Linq were made in proportion to these respective ownership interests, with the Company contributing approximately $2.5 million and its partner contributing approximately $2.6 million. At formation, Linq had no debt or other financial obligations beyond typical operating expenses. Creditors of Linq do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, to be made no later than 30 days after the end of the second and fourth quarters of each year, in proportion to the respective ownership interests.

The operating agreement provides the Company’s partner with put rights that would require the Company to purchase its partner’s interest in Linq. In addition, the operating agreement provides the Company with call rights that would allow it to purchase its partner’s interest in Linq. These put and call rights vary depending upon when they may be exercised, which is generally from formation of Linq up to and including the seven-year anniversary of formation. Upon receiving notice that the Company’s partner has exercised the put right or the Company has exercised the call right, a valuation will occur as stipulated within the operating agreement. Generally, the valuation stipulated within the operating agreement is materially equivalent to a fair value calculation. Such put and call rights have not been exercised by the Company’s partner or the Company as of the current period end date.

Because Linq does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the Company concluded that Linq is a VIE. The Company has the ability to significantly influence the activities of Linq through minority representation on the Board of Directors as well as through participation in certain management and strategic decisions of Linq. The Company’s partner is responsible for the overall development and management of the digital marketplace, the primary purpose for which Linq was formed. Both the Company and its partner ~~have~~are arequired ~~requirement~~ to provide funding to Linq if needed.

As part of ~~the~~Linq’s formation ~~of Linq~~, the Company executed a credit agreement with Linq, ~~whereby~~providing a $10.0 million revolving line of credit (the “Wabash Note”) with a 7% simple accrued interest rate, paid quarterly. During the fourth quarter of 2024, isan ~~available~~additional $15.0 million Wabash Note was approved by the Board of Directors, increasing the revolving line of credit to ~~Linq~~$25.0 million. The commitment under the Wabash Note may be increased to $35.0 million, subject to the approval of the Board of Directors as stipulated in the operating agreement. In the year ended December 31, 2024, $11.1 million was borrowed and remains outstanding under the two Wabash Notes. As of and through the year-ended December 31, 2023, there were no amounts borrowed under the Wabash Note. ~~and~~Interest income resulting from the Wabash Notes for the years ended December 31, 2024 and December 31, 2023 was $0.4 million and zero, respectively. The Company ~~did~~does not provide financial or other support to Linq that it was not contractually obligated to provide.

Given the facts and circumstances specific to Linq, the Company concluded that it is not the primary beneficiary of this VIE. However, the Company has the ability to exercise significant influence over the operating and financial policies of Linq. The Company’s maximum exposure to loss in this unconsolidated VIE is limited to the Company’s initial capital contribution and any amounts borrowed under the Wabash Note. The partner’s put right does not have a standalone value as it based upon a fair value calculation when exercised, as stipulated in the operating agreement.

The Company’s equity method investment in Linq is recorded in Investment in unconsolidated ~~entity~~entities on its Consolidated Balance Sheets. Any amounts borrowed under the Wabash Note are recorded in Other assets on the Company’s Consolidated Balance Sheets. Linq is considered operationally integral. The Company’s share of the results from its equity method investment is included in Loss from unconsolidated entity in the Consolidated Statements of Operations.

~~Amounts recorded related to Linq are as follows (in thousands):~~66

	December 31,2023		December 31,2022
Initial investment in unconsolidated entity	$	2,450	$	—
Loss from unconsolidated entity for the year ended	(803)		—
Investment in unconsolidated entity	$	1,647	$	—

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Amounts recorded related to Linq are as follows (in thousands):


	December 31, 2024		December 31, 2023
Balance at January 1	$	1,647	$	—
Loss from unconsolidated entity	(1,486)		—
Balance at March 31	161		—
Loss from unconsolidated entity	(1,415)		—
Equity deficit applied to note (1)	1,254		—
Balance at June 30	—		—
Loss from unconsolidated entity	(1,676)		—
Equity deficit applied to note (1)	1,676		—
Balance at September 30	—		—
Initial investment in unconsolidated entity	—		2,450
Loss from unconsolidated entity	(1,512)		(803)
Equity deficit applied to note (1)	1,512		—
Balance at December 31	$	—	$	1,647

(1) As the Company is not required to advance additional funds to Linq, excess losses beyond its initial investment have been recorded against the basis of its other investments in Linq, which is comprised of the loan receivable for amounts borrowed under the Wabash Notes.

Wabash Parts LLC

During the second quarter of 2022, the Company unified and expanded its parts and distribution capabilities by executing an agreement with a partner to create a new legal entity (Wabash Parts LLC, “WP”) to operate a parts and services distribution platform. The Company holds 50% ownership in WP while its partner holds the remaining 50%. Initial capital contributions were insignificant. WP has no debt or other financial obligations other than typical operating expenses and costs. Creditors of WP do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the respective ownership interests.

The operating agreement provides the Company’s partner with a put right that would require the Company to purchase its partner’s interest in WP. Upon receiving notice that the Company’s partner has exercised the put right, a valuation will occur as stipulated within the operating agreement. Such put right has not been exercised by the Company’s partner and is therefore not mandatorily redeemable as of the current period end date, however the existence of the put right that is beyond the Company’s control requires the noncontrolling interest to be presented in the temporary equity section of the Company’s Consolidated Balance Sheets.

Because the entity does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the Company concluded that WP is a VIE. The Company has the power to direct the activities of WP through majority representation on the Board of Directors as well as control related to the management and overall strategic direction of the entity. In addition, the Company has the obligation to absorb the benefits and losses of WP that could potentially be significant to the entity. The Company also has a requirement to provide funding to the entity if needed. Given the facts and circumstances specific to WP, the Company concluded that it is the primary beneficiary and, as such, is required to consolidate the entity. WP’s results of operations are included in the Parts & Services operating and reportable segment. Through December 31, ~~2023~~2024, the Company did not provide financial or other support to this VIE that it was not contractually obligated to provide. As of December 31, ~~2023~~2024, the Company does not have any obligations to provide financial support to WP.

~~The following table presents the assets and liabilities of the WP VIE consolidated on the Company’s Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022 (in thousands):~~67

	December 31,2023		December 31,2022
Assets
Current assets:
Cash and cash equivalents	$	3,020	$	1,379
Accounts receivable, net	1,540		1,509
Inventories, net	85		138
Prepaid expenses and other	68		16
Total current assets	4,713		3,042
Property, plant, and equipment, net	—		—
Other assets	543		141
Total assets	$	5,256	$	3,183
Liabilities
Current liabilities:
Accounts payable	$	4,024	$	2,136
Other accrued liabilities	26		23
Total current liabilities	4,050		2,159
Other non-current liabilities	—		—
Total liabilities	$	4,050	$	2,159

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The following table presents the assets and liabilities of the WP VIE consolidated on the Company’s Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 (in thousands):


	December 31, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	4,131	$	3,020
Accounts receivable, net	2,013		1,540
Inventories, net	30		85
Prepaid expenses and other	7		68
Total current assets	6,181		4,713
Property, plant, and equipment, net	—		—
Other assets	277		543
Total assets	$	6,458	$	5,256
Liabilities
Current liabilities:
Accounts payable	$	4,437	$	4,024
Other accrued liabilities	29		26
Total current liabilities	4,466		4,050
Other non-current liabilities	—		—
Total liabilities	$	4,466	$	4,050

The following table is a rollforward of activities in the Company’s noncontrolling interest (in thousands):

	2023		2022		2021
	2024		2023		2022
Balance at January 1	$	~~512~~603	$	—512	$	—
Net income attributable to noncontrolling interest	~~603~~996		~~512~~603		—512
Other comprehensive income (loss)	—		—		—
Distributions declared to noncontrolling interest	(~~512~~603)		—(512)		—
Balance at December 31	$	~~603~~996	$	~~512~~603	$	—512

UpLabs Ventures, LLC

During the third quarter of 2024, the Company established a collaborative framework with UpLabs Ventures, LLC to identify, design, incubate, develop, and launch new businesses (Portfolio Companies) in the mobility and digital solutions sector. This partnership aims to leverage the strengths of both parties to create innovative solutions and new market opportunities. The agreement includes detailed provisions for investment, equity sharing, intellectual property, revenue recognition, indemnification, purchase options, governance, and terminations, ensuring a structured and mutually beneficial partnership.

The Company’s initial capital investment in the fourth quarter of 2024, was $6.0 million to launch venture labs aimed at providing solutions that optimize customer end-to-end supply chains across transportation, logistics and infrastructure markets. The $6.0 million nonrefundable investment covers the first contract year. The cost method investment is recorded in Other assets on the Company’s Consolidated Balance Sheets.

Additionally, for each contract year of the collaboration during the term, the Company will pay fees in the amount of 2% of the investment amount, inclusive of any inflation adjustments and expenses of $0.5 million, subject to equivalent upward inflation adjustment based on the Consumer Price Index, compounded annually. The Company paid a total of $0.6 million in investment fees in the fourth quarter of 2024 to cover the first contract year.

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Trailerhawk.AI, LLC

During 2024, the Company made a $3.0 million investment in the form of convertible promissory notes carrying a simple interest rate of 8% per annum with Trailerhawk.ai, LLC, a newly formed, entity wholly owned by Loadsmith Holding Corporation. Trailerhawk is an innovation leader leveraging AI and telematics to create digital solutions that allow customers to protect trailer and cargo through the logistics chain. This investment is synergistic with our recurring revenue initiatives, particularly for our Linq Venture Holdings, LLC and TaaS offerings. $3.0 million remains outstanding under the notes at December 31, 2024. Interest income resulting from the Wabash Notes for the year ended December 31, 2024 was $0.1 million. The investments were recorded in Other assets on the Company’s Consolidated Balance Sheets.

7. INVENTORIES

Inventories, net of reserves, consist of the following (in thousands):

	December 31,
	2023		2022
	2024		2023
Raw materials and components	$	~~156~~134,~~314~~975	$	~~176~~156,~~080~~314
Finished goods	8692,~~586~~662		5086,~~005~~586
Work in progress	1415,~~102~~984		914,~~983~~102
Used trailers	37,~~370~~514		~~737~~3,370
Aftermarket parts	7,~~263~~690		7,~~065~~263
	$	~~267~~258,~~635~~825	$	~~243~~267,~~870~~635

8. PROPERTY, PLANT, AND EQUIPMENT

Depreciation expense on property, plant, and equipment, which is recorded in Cost of sales and General and administrative expenses in the Consolidated Statements of Operations, as appropriate, was $3245.50 million, $3132.85 million, and $2431.38 million in ~~2023~~2024, ~~2022~~2023, and ~~2021~~2022, respectively, and includes depreciation of assets recorded in connection with the Company’s finance lease agreement (which ended during the first quarter of 2022, at which point the property, plant, and equipment assets were legally owned by the Company).

See Note 21 for information related to property, plant, and equipment sales and impairment charges.

Property, plant, and equipment, net consist of the following (in thousands):

	December 31,
	2023		2022
	2024		2023
Land	$	4241,~~494~~676	$	42,~~342~~494
Buildings and building improvements	~~159~~167,~~046~~384		~~149~~159,~~052~~046
Machinery and equipment	~~416~~484,~~477~~390		~~311~~416,~~736~~477
Construction in progress	5225,~~417~~098		9452,~~018~~417
	670,434		597,148
	718,548		670,434
Less: accumulated depreciation	(~~344~~379,~~990~~301)		(~~326~~344,~~032~~990)
	$	~~325~~339,~~444~~247	$	~~271~~325,~~116~~444

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9. OTHER ACCRUED LIABILITIES

The following table presents the major components of Other accrued liabilities (in thousands):

	December 31,
	2023		2022
	2024		2023
Customer deposits	$	4531,~~586~~029	$	3245,~~129~~586
Chassis converter pool agreements	2757,~~312~~109		2027,~~345~~312
Warranty	2116,~~286~~958		2221,~~061~~286
Payroll and related taxes	4012,~~265~~931		2940,~~219~~265
Self-insurance	1112,~~311~~198		1011,~~718~~311
Accrued interest	3,~~817~~818		3,~~854~~817
Operating lease obligations	911,~~049~~782		69,~~120~~049
Accrued taxes	246,~~662~~572		24,~~793~~662
All other	129,~~313~~274		912,~~088~~313
	$	~~195~~161,~~601~~671	$	~~158~~195,~~327~~601

10. LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

	December 31, 2023		December 31, 2022
	December 31, 2024		December 31, 2023
Senior Notes due 2028	$	400,000	$	400,000
Senior Notes	$	400,000	$	400,000
Revolving Credit Agreement	—		—
	400,000		400,000
Less: unamortized discount and fees	(32,~~535~~858)		(43,~~182~~535)
Less: current portion	—		—
	$	~~396~~397,~~465~~142	$	~~395~~396,~~818~~465

Senior Notes ~~due 2028~~

On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes ~~due 2028~~ (the “~~New~~ Senior Notes”). The ~~New~~ Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among the Company, certain subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Indenture”). The ~~New~~ 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 ~~New~~ Senior Notes will mature on October 15, 2028. At any time prior to October 15, 2024, the Company may redeem some or all of the ~~New~~ Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the ~~New~~ Senior Notes being redeemed plus an applicable make-whole premium set forth in the Indenture and accrued and unpaid interest to, but not including, the redemption date.

Prior to October 15, 2024, the Company may redeem up to 40% of the ~~New~~ Senior Notes at a redemption price of 104.500% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the proceeds of certain equity offerings, soprovided ~~long~~that ~~as if,~~ after any such redemption ~~occurs~~, at least 60% of the aggregate principal amount of the ~~New~~ Senior Notes remain outstanding. On and after October 15, 2024, the Company may redeem some or all of the ~~New~~ Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.250% for the twelve-month period beginning on October 15, 2024, 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 the Company has exercised its optional redemption right in respect of the ~~New~~ Senior Notes, the holders of the ~~New~~ Senior Notes will have the right to require the Company to repurchase all or a portion of the ~~New~~ Senior Notes at a price equal to 101% of the aggregate principal amount of the ~~New~~ Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.

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The ~~New~~ 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 ~~New~~ Senior Notes and related guarantees are the Company’s and the Guarantors’ general unsecured senior obligations and will be subordinated to all of the Company and the Guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the ~~New~~ Senior Notes are structurally subordinated to any existing and future debt of any of the Company’s 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 the Company’s ability and the ability of certain of its subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, its capital stock or with respect to any other interest or participation in, or measured by, its 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 its assets. These covenants are subject to a number of important exceptions and qualifications.

During any time when the ~~New~~ 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 the Company and its subsidiaries will cease to be subject to such covenants during such period.

~~The~~Contractual ~~sale~~coupon ofinterest ~~the~~expense ~~New~~and ~~Senior~~accretion ~~Notes resulted in net proceeds~~ of ~~approximately $395 million, after deducting financing~~ fees ~~and~~for ~~other offering expenses. The Company used~~ the ~~net proceeds of the New~~ Senior Notes ~~and~~for ~~a portion of~~ the ~~$50~~years ~~million~~ended ~~draw~~December 31, ~~from the increased capacity under the Revolving Credit Agreement to fund the redemption in full of the Senior Notes due 2025~~2024, to2023 ~~repay~~and in2022 ~~full~~were ~~the~~ $~~108~~18.80 million of outstanding borrowings under the term loan credit agreement entered into on September 28, 2020 (the “New Term Loan Credit Agreement”) among the Company, the lenders from time to time party thereto, and ~~Wells~~$0.7 ~~Fargo Bank~~million, ~~National~~$18.0 ~~Association,~~million ~~as the administrative agent,~~ and ~~to pay all related fees and expenses~~$0.6 ~~(The New Term Loan Credit Agreement refinanced and replaced that certain Term Loan Credit Agreement~~million, ~~dated as of May 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Old Term Loan Credit Agreement”), among the Company, the lenders party thereto~~ and ~~Morgan Stanley Senior Funding, Inc~~$18.,0 asmillion ~~the~~and ~~administrative agent.) Debt extinguishment charges totaling~~ $90.16 million, ~~were~~respectively. ~~recorded~~Contractual ~~during~~coupon ~~the~~interest ~~fourth~~expense ~~quarter~~and ofaccretion ~~2021 in connection with the redemption in full~~ of ~~the~~discount ~~Senior Notes due 2025~~ and ~~the~~fees ~~repayment~~are ~~in full of the outstanding borrowings under the New Term Loan Credit Agreement. The loss on debt extinguishment charges is~~ included in ~~Other,~~Interest ~~net~~expense on the Company’s Consolidated Statements of Operations.

Contractual coupon interest expense and accretion of discount and fees are included in Interest expense on the Company’s Consolidated Statements of Operations.

Revolving Credit Agreement

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

Under the Revolving Credit Agreement, the lenders agree to make available a $350 million revolving credit facility to the Borrowers with a scheduled maturity date of September 23, 2027. The Company has the option to increase the total commitments under the 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.

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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 subsidiaries of the Company (the “Guarantors”) and is secured by substantially all personal property of the Borrowers and the Guarantors.

The Revolving Credit Agreement contains customary covenants limiting the ability of the Company and certain of its 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, the Company 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% 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 December 31, ~~2023~~2024, the Company was in compliance with all covenants.

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The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Agreement, amounted to $~~516~~421.19 million as of December 31, ~~2023~~2024 and $~~401~~516.21 million as of December 31, ~~2022~~2023. The decrease from the prior year is primarily attributable to a lower cash balance at December 31, 2024, due to a reduction in cash provided by operating activities in 2024 versus 2023

During the year ended December 31, ~~2023~~2024, the Company had payments of principal oftotaling $~~104~~0.29 million and borrowings of principal oftotaling $~~104~~0.29 million under the Revolving Credit Agreement,. ~~and~~As as of December 31, ~~2023~~2024, there were no amounts outstanding.

During the year ended December 31, ~~2022~~2023, the Company had ~~net~~ payments of principal oftotaling $~~130~~104.62 million and ~~net~~ borrowings of principal oftotaling $97104.62 million under the Revolving Credit Agreement,. ~~and~~As as of December 31, ~~2022~~2023, there were no amounts outstanding.

Interest expense under the Revolving Credit Agreement for the years ended December 31, ~~2023~~2024, ~~2022~~2023, and ~~2021~~2022, was approximately $0.98 million, $10.79 million, and $01.67 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expense on the Company’s Consolidated Statements of Operations.

New and Old Term Loan Credit Agreements

As described above, in October 2021, the Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement. In addition to the full repayment during the fourth quarter, during the second quarter of 2021, the Company made principal payments totaling $30.0 million and recognized loss on debt extinguishment charges of approximately $0.5 million. The extinguishment charges are included in Other, net in the Consolidated Statements of Operations.

For the year ended December 31, 2021, under the New Term Loan Credit Agreement the Company paid interest of $3.9 million. For the year ended December 31, 2021, the Company incurred charges of $0.2 million for amortization of fees and original issuance discount, which are included in Interest expense in the Consolidated Statements of Operations.

11. FINANCIAL DERIVATIVE INSTRUMENTS

Commodity Pricing Risk

As of December 31, ~~2023~~2024, the Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $3515.70 million. The Company uses commodity swap contracts to mitigate the risks associated with fluctuations in commodity prices impacting its cash flows related to inventory purchases from suppliers. The Company does not hedge all commodity price risk.

73At inception, the Company designated the commodity swap contracts as cash flow hedges. The contracts mature at specified monthly settlement dates and will be recognized into earnings through December 2025. The effective portion of the hedging transaction is recognized in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and transferred to earnings when the forecasted hedged transaction takes place or when the forecasted hedged transaction is no longer probable to occur.

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At inception, the Company designated the commodity swap contracts as cash flow hedges. The contracts mature at specified monthly settlement dates and will be recognized into earnings through November 2024. The effective portion of the hedging transaction is recognized in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and transferred to earnings when the forecasted hedged transaction takes place or when the forecasted hedged transaction is no longer probable to occur.

Financial Statement Presentation

As of December 31, ~~2023~~2024 and ~~2022~~2023, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands):

Asset / (Liability) Derivatives

Balance Sheet Caption

December 31, ~~2023~~2024

December 31, ~~2022~~2023

Derivatives designated as hedging instruments

Commodity swap contracts

Prepaid expenses and other

~~1,511~~163

21,~~674~~511

Commodity swap contracts

Accounts payable and Other accrued liabilities

(~~1,045~~299)

(1,~~653~~045)

Total derivatives designated as hedging instruments

~~466~~(136)

~~1,021~~466

The following table summarizes the gain or loss recognized in AOCI as of December 31, 2023 and 2022 and the amounts reclassified from AOCI into earnings for the years ended December 31, 2023, 2022, and 2021 (in thousands):72

	Amount of Gain (Loss) Recognized inAOCI on Derivatives (Effective Portion, net of tax)				Location of Gain (Loss) Reclassified from AOCI into Earnings(Effective Portion)	Amount of Gain (Loss) Reclassified from AOCI into Earnings
						Year Ended December 31,
	December 31, 2023		December 31, 2022			2023		2022		2021
Derivatives instruments
Commodity swap contracts	$	388	$	909	Cost of sales	$	(3,359)	$	4,887	$	54,937

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~~Over~~The ~~the~~following ~~next~~table 12summarizes ~~months,~~ the ~~Company~~gain ~~expects~~or toloss ~~reclassify~~recognized ~~approximately~~in ~~$0.5~~AOCI ~~million~~as of ~~pretax~~December 31, ~~deferred~~2024 ~~gains~~and ~~related~~2023 toand the ~~commodity~~amounts ~~swap~~reclassified ~~contracts~~ from AOCI tointo ~~cost~~earnings offor ~~sales~~the asyears ~~inventory~~ended ~~purchases~~December 31, ~~are~~2024, ~~settled.~~2023, and 2022 (in thousands):


	Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion, net of tax)				Location of Gain (Loss) Reclassified from AOCI into Earnings (Effective Portion)	Amount of Gain (Loss) Reclassified from AOCI into Earnings
						Year Ended December 31,

	December 31, 2024		December 31, 2023			2024		2023		2022
Derivatives instruments
Commodity swap contracts	$	(230)	$	388	Cost of sales	$	(950)	$	(3,359)	$	4,887

Within next 12 months, the Company expects to reclassify approximately $0.3 million of pretax deferred losses related to the commodity swap contracts from AOCI to cost of sales as inventory purchases are settled.

12. LEASES

Lessee Activities

The Company records a right-of-use ("ROU") asset and lease liability for substantially all leases for which it is a lessee, in accordance with ASC 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for leases on a straight-line basis over the lease term. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration.

The Company leases certain industrial spaces, office space, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally one to 5 years. The exercise of lease renewal options is at the Company’s sole discretion, and are included in the lease term only to the extent such renewal options are reasonably certain of being exercised upon lease commencement. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. Leased assets obtained in exchange for new operating lease liabilities during the year ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023 were approximately $13.42 million and $16.6 million, respectively. As of December 31, ~~2023~~2024, obligations related to leases that the Company has executed but have not yet commenced were insignificant.

During the year ended December 31, 2022, the Company entered into sale-leaseback-sublease transactions. Such contracts were entered into in contemplation of each other and are thus recorded on a net basis. The net revenue from these contracts was insignificant for the year ended December 31, 2023. In addition, certain of the transactions occurred with a related party—such transactions were at market value and arm’s length.

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Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands):

	Classification	December 31, ~~2023~~2024		December 31, ~~2022~~2023
Right-of-Use Assets
Operating	Other assets	$	3236,~~219~~423	$	2332,~~003~~219
Finance	Property, plant and equipment, net	—		—
Total leased ROU assets		$	36,423	$	32,219
Total leased ROU assets		$	32,219	$	23,003
Liabilities
Current
Operating	Other accrued liabilities	$	911,~~049~~782	$	69,~~120~~049
Finance	Current portion of finance lease obligations	—		—
Noncurrent
Operating	Non-current liabilities	2324,~~170~~641		1623,~~883~~170
Finance	Finance lease obligations	—		—
Total lease liabilities		$	36,423	$	32,219
Total lease liabilities		$	32,219	$	23,003

Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands):

	Classification	Twelve Months Ended December 31, ~~2023~~2024		Twelve Months Ended December 31, ~~2022~~2023
Operating lease cost	Cost of sales, selling expenses, and general and administrative expense	$	812,~~869~~096	$	58,~~785~~869
Finance lease cost
Net lease cost		$	12,096	$	8,869
Amortization of ROU leased assets	Depreciation and amortization within Cost of sales	—		36
Interest on lease liabilities	Interest expense	—		1
Net lease cost		$	8,869	$	5,822

~~Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):~~73

	Operating Leases		Finance Leases		Total
2024	$	10,418	$	—	$	10,418
2025	9,364		—		9,364
2026	8,310		—		8,310
2027	4,349		—		4,349
2028	1,920		—		1,920
Thereafter	1,066		—		1,066
Total lease payments	$	35,427	$	—	$	35,427
Less: interest	3,208		—
Present value of lease payments	$	32,219	$	—

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Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):


	Operating Leases		Total
2025	$	13,387	$	13,387
2026	12,293		12,293
2027	7,335		7,335
2028	3,559		3,559
2029	2,112		2,112
Thereafter	1,387		1,387
Total lease payments	$	40,073	$	40,073
Less: interest	3,650
Present value of lease payments	$	36,423

As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Remaining lease term and discount rates are as follows:

	December 31, 2023		December 31, 2022
	December 31, 2024		December 31, 2023
Weighted average remaining lease term (years)
Operating leases	3.85		4.3.8
Finance leases	0.0		0.0
Weighted average discount rate
Operating leases	45.9438	%	4.9294	%
Finance leases	—	%	—	%

Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands):

	Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022
	Twelve Months Ended December 31, 2024		Twelve Months Ended December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	812,~~866~~130	$	58,~~844~~866
Operating cash flows from finance leases	$	—	$	1
Financing cash flows from finance leases	$	—	$	59

Lessor and Sublessor Activities

The Company leases dry van trailers to customers under full-service lease agreements and operating lease agreements. At the inception of a contract, in accordance with the applicable accounting guidance (ASC 842, Leases) the Company considers whether the arrangement contains a lease and, as applicable, performs the required lease classification tests. The Company, as a lessor, has no sales-type or direct financing lease arrangements as of December 31, ~~2023~~2024.

The Company’s full-service lease agreements are an integrated service that include lease component amounts related to the use of the trailer, as well as non-lease components for preventative maintenance, certain repairs as defined in the related agreement, and ad valorem taxes. In accordance with the applicable accounting guidance (ASC 842, Leases), the Company has elected to combine lease and non-lease components when reporting revenue for the full-service underlying class of leased assets.

Initial lease terms are generally three to five years. Certain of the Company’s leases provide customers with renewal options that provide the ability to extend the lease term for a period of generally one to five years. In addition, some leases include options for the customer to purchase the trailers at fair market value, as determined by the Company at or near the end of the lease. The Company’s lease agreements generally do not have residual value guarantees nor permit customers to terminate the lease agreements prior to natural expiration. As stipulated in the lease agreements, the Company may receive reimbursements from customers for certain damage or required repairs to the trailers. We expect to derive an immaterial amount from the underlying assets following the end of the respective lease terms.

During the year ended December 31, 2022, the Company entered into sale-leaseback-sublease transactions. Such contracts were entered into in contemplation of each other and are thus recorded on a net basis. The net revenue from these contracts was insignificant for all periods presented but such revenue is included in the tables below.

Certain of the Company’s leases and subleases are with a related party—such transactions were at market value and entered into at arm’s length.

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Lease income is included in Net sales on the Company’s Consolidated Statements of Operations and is recorded in the P&S operating segment. For the twelve months ended December 31, ~~2023~~2024 and ~~2022~~2023, the Company’s lease income consisted of the following components (in thousands):

	Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022
	Twelve Months Ended December 31, 2024		Twelve Months Ended December 31, 2023
Operating lease income
Fixed lease income	$	~~874~~2,335	$	~~125~~874
Variable lease income	—		—
Total lease income1	$	874	$	125
Total lease income(1)	$	2,335	$	874

—————————

(1) As noted above, net revenue related to subleases was insignificant for all periods presented but such revenue is included in the tables above.

The following table shows the Company’s future contractual receipts from noncancelable operating leases for the years ended December 31 as of December 31, ~~2023~~2024 (in thousands):

	Operating Leases1
2024	$	2,076
2025	$	2,061
2025	2,064
2026	2,061
2026	2,064
2027	1,949
2027	1,950
2028	1,567
2028	1,209
2029	99
Thereafter	—
Total contractual receipts	$	97,~~363~~737

—————————

(1) The future contractual receipts due under the Company’s full-service operating leases include amounts related to preventative maintenance, certain repairs as defined in the related agreements, and ad valorem taxes. Net revenue related to the Company’s subleases are also included in the table above.

The leased trailers are recorded on the Company’s Consolidated Balance Sheets within Other assets at cost, net of accumulated depreciation. Depreciation is recorded using the straightline method over the estimated useful lives of the trailers, which is generally 12 years. Revenue ~~earning~~generating ~~equipment~~assets, net consists of the following (in thousands):

	December 31, 2023		December 31, 2022
	December 31, 2024		December 31, 2023
Revenue generating assets	$	57,~~650~~457	$	—5,650
Less: accumulated depreciation	(~~186~~746)		—(186)
Revenue generating assets, net	$	56,~~464~~711	$	—5,464

13. FAIR VALUE MEASUREMENTS

The Company’s fair value measurements are based upon a three-level valuation hierarchy. These valuation techniques are based upon the transparency of inputs (observable and unobservable) to the valuation of an asset or liability as of the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

▪Level 1 — Valuation is based on quoted prices for identical assets or liabilities in active markets;

▪Level 2 — Valuation is based on quoted prices for similar assets or liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for the full term of the financial instrument; and

▪Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement.

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Recurring Fair Value Measurements

The Company maintains a non-qualified deferred compensation plan which is offered to senior management and other key employees. The amount owed to participants is an unfunded and unsecured general obligation of the Company. Participants are offered various investment options with which to invest the amount owed to them, and the plan administrator maintains a record of the liability owed to participants by investment. To minimize the impact of the change in market value of this liability, the Company has elected to purchase a separate portfolio of investments through the plan administrator similar to those chosen by the participant.

The investments purchased by the Company include mutual funds, which are classified as Level 1, and life-insurance contracts valued based on the performance of underlying mutual funds, which are classified as Level 2. Additionally, the Company holds a pool of investments made by a wholly owned captive insurance subsidiary. These investments are comprised of mutual funds, which are classified as Level 1.

The fair value of the Company’s derivatives is estimated with a market approach using third-party pricing services, which have been corroborated with data from active markets or broker quotes.

Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, ~~2023~~2024 and ~~2022~~2023 are shown below (in thousands):

	Frequency	Asset / (Liability)		Quoted Prices in Active Markets for Identical Assets(Level 1)		Significant Other Observable Inputs(Level 2)		Significant Unobservable Inputs(Level 3)
December 31, 2024
Commodity swap contracts	Recurring	$	(136)	$	—	$	(136)	$	—
Mutual funds	Recurring	$	14,447	$	14,447	$	—	$	—
Life-insurance contracts	Recurring	$	22,358	$	—	$	22,358	$	—
December 31, 2023
Commodity swap contracts	Recurring	$	466	$	—	$	466	$	—
Mutual funds	Recurring	$	11,735	$	11,735	$	—	$	—
Life-insurance contracts	Recurring	$	18,510	$	—	$	18,510	$	—
December 31, 2022
Commodity swap contracts	Recurring	$	1,021	$	—	$	1,021	$	—
Mutual funds	Recurring	$	6,579	$	6,579	$	—	$	—
Life-insurance contracts	Recurring	$	15,509	$	—	$	15,509	$	—

Estimated Fair Value of Debt

The estimated fair value of debt at December 31, ~~2023~~2024 consists of the Senior Notes ~~due 2028~~ (see Note 10). The interest rates on the Company’s borrowings under the Revolving Credit Agreement are adjusted regularly to reflect current market rates and thus carrying value approximates fair value for any borrowings. The fair value of the Senior Notes ~~due 2028~~ as of December 31, ~~2023~~2024 and ~~2022~~2023 are based upon third party pricing sources, which generally do not represent daily market activity or represent data obtained from an exchange, and are classified as Level 2.

The Company’s carrying and estimated fair value of debt at December 31, ~~2023~~2024 and December 31, ~~2022~~2023 were as follows (in thousands):

	December 31, 2023								December 31, 2022
	December 31, 2024								December 31, 2023
			Fair Value								Fair Value
	CarryingValue		Level 1		Level 2		Level 3		CarryingValue		Level 1		Level 2		Level 3
Instrument
Senior Notes due 2028	$	396,465	$	—	$	361,774	$	—	$	395,818	$	—	$	337,237	$	—
Senior Notes	$	397,142	$	—	$	363,385	$	—	$	396,465	$	—	$	361,774	$	—
Revolving Credit Agreement	—		—		—		—		—		—		—		—
	$	~~396~~397,~~465~~142	$	—	$	~~361~~363,~~774~~385	$	—	$	~~395~~396,~~818~~465	$	—	$	~~337~~361,~~237~~774	$	—

The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements as long-term debt is presented at carrying value, net of any unamortized premium or discount and unamortized deferred financing costs in the consolidated financial statements.

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14. COMMITMENTS AND CONTINGENCIES

a. Litigation

As of December 31, ~~2023~~2024, the Company was named as a defendant or was otherwise involved in numerous legal proceedings and governmental examinations, including class action lawsuits, in connection with the conduct of its business activities, in various jurisdictions, both in the United States and internationally. ~~Accrual~~Accruals for losses have been recorded ~~for~~in ~~those~~accordance ~~matters~~with ~~deemed both probable and reasonably estimated~~GAAP. OnBased on the ~~basis of~~ information currently available ~~to it~~, management does not believe that existing proceedings and investigations will have a material impact on our consolidated financial condition or liquidity if determined in a manner adverse to the Company except as otherwise described below. However, such matters are unpredictable, and we could incur judgments or enter into settlements for current or future claims that could materially and adversely affect our financial statements. Costs associated with the litigation and settlements of legal matters are reported within General and administrative expenses in the Consolidated Statements of Operations.

Legal Matter Estimated Liability

AsThe ~~of December 31, 2023, the~~ Company was named as a defendant in California state court in ~~two~~three purported class action lawsuits, alleging wage and hour claims under California-specific employment laws: one that remains pending (~~collectively~~“Pending Class Action”), and two which were resolved in the first quarter of 2024 (collectively “~~Matters~~Closed Class Action”). The defense of ~~both~~the Closed Class Action lawsuits iswere being handled in conjunction with one another. During the three months ended March 31, 2023, in accordance with ASC 450, the Company concluded a liability related to the Matters was probable and estimable. As such, an estimated liability of $3.0 million iswas included in General & administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2023. During the second quarter of 2023, the Company reached an agreement to resolve the Closed Class Action Matters via settlement for an amount materially consistent with the estimated liability. The settlement proceeds ~~will~~were be paid in the first quarter of 2024, and the Company received confirmation on February 20, 2024 that the administrator received the settlement payment. Those matter are now closed.

Product Liability Claims

The Company is and has been, and may in the future be, subject to product liability claims and litigation incidental to the Company’s normal operating activities. On October 6, 2020, the Company was named as a co-defendant in a lawsuit, 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”). On September 5, 2024, a jury awarded compensatory damages of $12.0 million and punitive damages of $450 million (the “Award”) against the Company in the Product Liability Matter. On November 22, 2024, applying an offset related to the plaintiff’s settlement with a separate defendant, the Circuit Court entered judgment in the Product Liability Matter consisting of compensatory damages of $11.5 million and punitive damages of $450 million. The case related to a 2019 motor vehicle accident in which a passenger vehicle with an unobstructed view struck the back of a nearly stopped 2004 Wabash trailer that was operated by co-defendant GDS Express Inc. at the time of the accident. The evidence was undisputed that the trailer fully complied with all applicable regulations. Based on the Award, as of December 31, 2024, the Company has recognized an aggregate liability for this matter of $461.5 million included in the Company’s Consolidated Balance Sheet within Other non-current liabilities. The Company believes that the compensatory damages will be covered by the Company’s insurance policies and recorded a $11.5 million receivable included in Other assets in the Company’s Consolidated Balance Sheet as of December 31, 2024.

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Environmental Disputes

In August 2014, the Company received notice as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control (the “DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and corresponding South Carolina statutes. PRPs include parties identified through manifest records as having contributed to deliveries of hazardous substances to the Philip Services Site between 1979 and 1999. The DHEC’s allegation that the Company was a PRP arises out of four manifest entries in 1989 under the name of a company unaffiliated with Wabash National Corporation (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in August 2014 that it was offering the Company the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the DHEC. The Company has accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to the Company’s financial condition and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by the Company thereunder is not expected to have a material adverse effect on the Company’s financial condition or results of operations.

On November 13, 2019, the Company received a notice that it was considered one of several PRPs by the Indiana Department of Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at a property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). The Company has never owned or operated the Site, but the Site is near certain of the Company’s owned properties. In 2020, the Company agreed to implement a limited work plan to further investigate the source of the contamination at the Site and worked with IDEM and other PRPs to finalize the terms of the work plan. The Company submitted its initial site investigation report to IDEM during the third quarter of 2020, indicating that the data collected by the Company’s consultant confirmed that the Company’s properties are not the source of contamination at the Site. In December 2021, after completing further groundwater sampling work, the Company submitted to IDEM a supplemental written report, which again stated that the Company is not a responsible party and the Company’s properties are not a source of any contamination. In June 2022, the Company and other PRPs finalized Work Plan Addendum No. 3, which provided for additional groundwater sampling on another PRP property. The Company completed all additional sampling ~~between~~and ~~the~~submitted ~~second~~supplemental ~~quarter~~reports ~~and~~to ~~fourth~~IDEM ~~quarter~~as of ~~2023,~~the ~~and~~first ~~all~~quarter of 2024. All available information ~~establishes~~and reports establish there is no source of any contamination on the Company’s owned properties. As of December 31, ~~2023~~2024, based on the information available, the Company does not expect this matter to have a material adverse effect on its financial condition or results of operations.

b. Environmental Litigation Commitments and Contingencies

The Company generates and handles certain material, wastes and emissions in the normal course of operations that are subject to various and evolving federal, state and local environmental laws and regulations.

79The Company assesses its environmental liabilities on an on-going basis by evaluating currently available facts, existing technology, presently enacted laws and regulations as well as experience in past treatment and remediation efforts. Based on these evaluations, the Company estimates a lower and upper range for treatment and remediation efforts and recognizes a liability for such probable costs based on the information available at the time. As of December 31, 2024, the Company had reserved an insignificant amount for estimated remediation costs for activities at existing and former properties which are recorded within Other accrued liabilities on the Consolidated Balance Sheets.

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The Company assesses its environmental liabilities on an on-going basis by evaluating currently available facts, existing technology, presently enacted laws and regulations as well as experience in past treatment and remediation efforts. Based on these evaluations, the Company estimates a lower and upper range for treatment and remediation efforts and recognizes a liability for such probable costs based on the information available at the time. As of December 31, 2023, the Company had reserved an insignificant amount for estimated remediation costs for activities at existing and former properties which are recorded within Other accrued liabilities on the Consolidated Balance Sheets.

c. Letters of Credit

As of December 31, ~~2023~~2024, the Company had standby letters of credit totaling $64.09 million issued in connection with workers compensation claims and surety bonds.

d. Purchase Commitments

The Company ~~has~~had $3515.70 million in purchase commitments at December ~~2023~~2024 for various raw material commodities, including aluminum, steel, nickel, and polyethylene, as well as other raw material components which are within normal production requirements.

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e. Chassis Converter Pool Agreements

The Company obtains vehicle chassis for its 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 the Company’s 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 the Company nor permit the Company to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although the Company is party to related finance agreements with manufacturers, the Company has not historically settled, nor expects 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 December 31, ~~2023~~2024, the Company’s outstanding chassis converter pool with the manufacturer totaled $2757.31 million and has included this financing agreement on the Company’s Consolidated Balance Sheets within Prepaid expenses and other and Other accrued liabilities. All other chassis programs are handled as consigned inventory belonging to the manufacturer and totaled approximately $03.92 million. Under these agreements, if the chassis is not delivered to a customer within a specified time frame, the Company is required to pay a finance or storage charge on the chassis. Additionally, the Company receives finance support funds from manufacturers when the chassis are assigned into the Company’s chassis pool. Typically, chassis are converted and delivered to customers within 90 days of the receipt of the chassis by the Company.

8015. NET (LOSS) INCOME PER SHARE OF COMMON STOCK

Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined based on the weighted average number of common shares outstanding during the period combined with the incremental average common shares that would have been outstanding assuming the conversion of all potentially dilutive common shares into common shares as of the earliest date possible. The calculation of basic and diluted net (loss) income attributable to common stockholders per share is determined using net (loss) income applicable to common stockholders as the numerator and the number of shares included in the denominator as shown below (in thousands, except per share amounts). Due to the net loss applicable to common stockholders, 548 shares of potentially dilutive securities are not included in diluted weighted average common shares outstanding for the year ended December 31, 2024, because to do so would be antidilutive for this period.


	Year Ended December 31,
	2024		2023		2022
Basic net (loss) income attributable to common stockholders per share:
Net (loss) income attributable to common stockholders	$	(284,071)	$	231,252	$	112,258
Weighted average common shares outstanding	44,359		47,011		48,626
Basic net (loss) income attributable to common stockholders per share	$	(6.40)	$	4.92	$	2.31

Diluted net (loss) income attributable to common stockholders per share:
Net (loss) income attributable to common stockholders	$	(284,071)	$	231,252	$	112,258

Weighted average common shares outstanding	44,359		47,011		48,626

Dilutive stock options and restricted stock	—		1,019		1,255
Diluted weighted average common shares outstanding	44,359		48,030

Filing Compare · WABASH NATIONAL Corp