UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 1416, 2026

WABASH NATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)


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


3900 McCarty Lane
Lafayette Indiana		47905
(Address of principal executive offices)		(Zip Code)

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

Not applicable

(Former name or former address, if changed since last report)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

WNC

New York Stock Exchange

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

Emerging growth company ☐

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

Item 1.01. Entry ~~into~~Into a Material Definitive Agreement.

On July 1420, 2026, Wabash National Corporation (the “Company”) ~~entered~~completed ~~into~~its apreviously ~~Fifth~~announced ~~Amendment~~private tounregistered ~~Second~~offering ~~Amended and Restated Credit Agreement~~ (the “~~Amendment~~Offering”) ~~among~~of ~~the~~$130 million ~~Company,~~in ~~certain~~aggregate principal amount of ~~its~~4.00% ~~subsidiaries~~Convertible asSenior ~~borrowers,~~Notes ~~certain~~due of2032 ~~its~~(the ~~subsidiaries~~“Initial asNotes”). ~~guarantors~~On July 16, 2026, the ~~lenders~~initial ~~party~~purchasers ~~thereto~~in ~~and~~the ~~Wells~~Offering ~~Fargo~~exercised ~~Capital~~their ~~Finance,~~option ~~LLC,~~to aspurchase ~~the~~an ~~administrative~~additional ~~agent,~~$20 million ~~which~~in ~~amended~~aggregate principal amount of the Company’s ~~existing~~4.00% ~~Second~~Convertible ~~Amended~~Senior ~~and~~Notes ~~Restated~~due ~~Credit~~2032 ~~Agreement~~(together ~~dated~~with asthe Initial Notes, the “Notes”), bringing the total aggregate principal amount of ~~December~~the Notes to $150 ~~21,~~million. ~~2018~~The Notes are guaranteed (the “~~Existing~~Guarantees”) ~~Credit~~by ~~Agreement”;~~each of the ~~Existing~~Company’s ~~Credit~~direct ~~Agreement~~and asindirect ~~previously~~subsidiaries ~~amended~~that ~~and~~guarantee asthe ~~amended~~Company’s by4.50% ~~the~~Senior ~~Amendment,~~Notes due 2028 (the “~~Credit Agreement~~Guarantors”). The ~~Amendment~~Notes ~~amended~~and the ~~Existing~~Guarantees ~~Credit~~are ~~Agreement~~senior ~~to,~~unsecured ~~among~~obligations ~~other~~of ~~things,~~the ~~permit~~Company and the ~~incurrence~~Guarantors, ofrespectively. ~~additional~~The ~~indebtedness~~Notes inand the ~~form~~Guarantees ofwere ~~the~~issued ~~Offering~~pursuant ofto ~~the~~an ~~Notes~~Indenture, ~~(each~~dated asJuly 20, ~~defined~~2026 ~~below~~(the “Indenture”), inamong anthe ~~aggregate~~Company, ~~outstanding~~the ~~principal~~Guarantors ~~amount~~and ~~not~~U.S. toBank ~~exceed~~Trust ~~$150 million~~Company, ~~which~~National ~~amount~~Association, isas intrustee. ~~addition~~The toIndenture ~~all~~includes ~~existing~~customary ~~permitted~~covenants ~~indebtedness~~and ~~under~~sets ~~the~~forth ~~Credit~~certain ~~Agreement.~~events Aof ~~copy~~default ofafter which the ~~Amendment~~Notes ismay ~~filed~~be declared immediately due and payable, as ~~Exhibit 10.1~~well toas ~~this~~certain ~~Current~~types ~~Report~~of onbankruptcy ~~Form~~or ~~8-K~~insolvency ~~(“Report”)~~events ~~and~~of isdefault ~~incorporated~~involving bythe ~~reference~~Company ~~herein~~after which the Notes become automatically due and payable.

~~Item~~The 2Notes will bear interest at a rate of 4.0200% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. ~~Results~~The Notes will mature on August 1, 2032, unless earlier converted, redeemed or repurchased. Before May 1, 2032, noteholders will have the right to convert their Notes in certain circumstances and during specified periods. From and after May 1, 2032, the Notes will be convertible at the option of ~~Operations~~the noteholders at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The Company will settle any conversions of Notes by paying or delivering, as applicable, cash, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), or a combination of cash and ~~Financial~~shares ~~Condition~~of Common Stock, at the Company’s election.

OnThe ~~July 14,~~conversion ~~2026,~~rate for the ~~Company~~Notes ~~announced~~will ~~its~~initially ~~intention~~be to59.7086 ~~offer,~~shares ~~subject~~of tothe ~~market~~Common ~~conditions~~Stock ~~and~~per ~~other factors~~$1,000 ~~convertible~~principal ~~senior~~amount ~~notes~~of ~~due 2032 (the “~~Notes”), inwhich ais ~~private~~equivalent ~~placement (the “Offering”)~~ to ~~persons~~an ~~reasonably~~initial ~~believed~~conversion toprice beof ~~qualified~~approximately ~~institutional~~$16.75 ~~buyers~~per ~~pursuant~~share ~~to Rule 144A promulgated under the Securities Act~~ of ~~1933, as amended (~~the ~~“Securities~~Common ~~Act”)~~Stock. InThe ~~connection~~initial ~~with~~conversion ~~the~~price ~~Offering,~~of the ~~Company~~Notes ~~provided~~represents ~~the~~a ~~disclosure~~premium ~~attached~~of asapproximately ~~Exhibit 99~~32.150% toabove ~~this~~the ~~Report~~last ~~for~~reported ~~the~~sale ~~purpose~~price of ~~supplementing~~the ~~and~~Common ~~updating~~Stock ~~disclosures~~on ~~contained in~~ the ~~Company’s~~New ~~prior~~York ~~filings~~Stock ~~with~~Exchange ~~the~~on ~~Securities~~July 15, ~~and Exchange Commission~~2026, which ~~includes~~was ~~certain preliminary unaudited financial information of the Company as of June~~$12.64 ~~30,~~per ~~2026~~share. ~~Such~~The ~~disclosure~~conversion rate is ~~furnished~~subject ~~under~~to ~~the~~adjustment ~~heading~~under ~~“Recent~~certain ~~Developments—Preliminary~~circumstances ~~Unaudited~~in ~~Estimated~~accordance ~~Financial~~with ~~Results for~~ the ~~Three~~terms ~~Months~~of ~~Ended~~the ~~June 30, 2026” in Exhibit 99~~Indenture.1 ~~to this Report and is incorporated by reference herein.~~

~~Item~~The 7Company may not redeem the Notes prior to August 6, 2029, except in the event of a Cleanup Redemption (as defined below).01 The Company may redeem for cash all, but not less than all, of the Notes (subject to certain limitations), at the Company’s option, on or after August 6, 2029 and on or prior to the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of Optional Redemption (as defined below), during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides the related notice of optional redemption (such redemption, an “Optional Redemption”), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption date. ~~Regulation~~In FDaddition, ~~Disclosure~~the Company may redeem for cash all, but not less than all, of the Notes at any time at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Cleanup Redemption date if the amount of the Notes that remains outstanding is less than 15% of the aggregate principal amount of the Notes initially issued and certain other conditions are met (such redemption, a “Cleanup Redemption”). No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically.

~~The~~A ~~Company~~copy ~~is disclosing under Item 7.01~~ of ~~this Report~~ the ~~information~~Indenture ~~contained~~and inthe ~~Exhibit 99.1,~~form ~~which~~of ~~information~~the isNotes ~~incorporated~~are byattached ~~reference~~as ~~herein. The information contained in~~ Exhibit 994.1 isand ~~excerpted~~Exhibit ~~from~~4.2, arespectively, ~~preliminary~~to ~~offering~~this ~~memorandum~~Current ~~that~~Report ison ~~being~~Form ~~disseminated~~8-K ~~in connection with the Offering~~ and ~~includes~~are ~~(i) certain~~incorporated ~~information~~herein ~~not previously disclosed~~ by ~~the~~reference. ~~Company~~The ~~and~~foregoing ~~(ii) the~~description ~~preliminary~~is ~~unaudited~~qualified ~~financial~~in ~~information~~its ofentirety ~~the~~by ~~Company~~reference asto ofsuch ~~June 30, 2026 as described under Item 2~~exhibits.02 ~~of this Report.~~

~~Neither~~Item ~~this Report nor the information furnished as Exhibit 99~~2.103. ~~hereto~~Creation ~~constitutes~~of ~~an offer to sell or~~ a ~~solicitation~~Direct ofFinancial anObligation ~~offer to buy the Notes, any shares of the Company’s common stock issuable upon conversion of the Notes,~~ or ~~any other securities, nor shall it constitute~~ an ~~offer,~~Obligation ~~solicitation~~under ~~or sale in any jurisdiction, in which such~~ an ~~offer,~~Off-Balance ~~solicitation~~Sheet orArrangement ~~sale would be unlawful. Any offer~~ of ~~the Notes will be made only by means of~~ a ~~private offering memorandum~~Registrant.

The information ~~contained~~set inforth ~~this~~under Item 71.01 ~~and Exhibit 99.1 shall not be deemed to be “filed” for the purposes~~ of ~~Section 18~~this ofCurrent ~~the~~Report ~~Securities~~on ~~Exchange~~Form ~~Act~~8-K ofis ~~1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed~~ incorporated byherein ~~reference in any filing under the Securities Act, or the Exchange Act, except as may be expressly set forth~~ by ~~specific~~ reference ~~in such filing~~.

Item 83.0102. ~~Other~~Unregistered ~~Events.~~Sales of Equity Securities.

OnThe ~~July 14,~~information ~~2026,~~set ~~the~~forth ~~Company~~under ~~issued~~Item ~~a press release relating to the commencement of the Offering~~1.01 ~~A copy~~ of ~~the~~this ~~press~~Current ~~release~~Report ~~relating~~on toForm ~~the~~8-K ~~Offering~~ is ~~filed as Exhibit 99.2 to this Report and is~~ incorporated herein by reference ~~herein~~.

~~Neither~~The ~~this~~Company ~~Report~~offered ~~nor~~and sold the ~~press~~Notes ~~release~~and ~~attached~~Guarantees ~~hereto as Exhibit 99.2 constitutes an offer~~ to ~~sell~~the orinitial apurchasers ~~solicitation~~in ofreliance anon ~~offer~~the toexemption ~~buy~~from ~~the~~registration ~~Notes,~~provided ~~any~~by ~~shares~~Section 4(a)(2) of the ~~Company’s~~Securities ~~common~~Act ~~stock~~of ~~issuable~~1933, ~~upon~~as ~~conversion~~amended of (the ~~Notes~~“Securities Act”), orand ~~any~~for ~~other~~resale ~~securities,~~by ~~nor~~the ~~shall~~initial itpurchasers ~~constitute~~to anpersons ~~offer,~~reasonably ~~solicitation~~believed orto ~~sale~~be inqualified ~~any~~institutional ~~jurisdiction,~~buyers inpursuant ~~which~~to ~~such~~the anexemption ~~offer,~~from ~~solicitation~~registration orprovided ~~sale~~by ~~would~~Rule be144A ~~unlawful.~~under ~~Any~~the ~~offer~~Securities ofAct. ~~the~~The ~~Notes~~Company ~~will~~relied beon ~~made~~these ~~only~~exemptions byfrom ~~means~~registration ofbased ain ~~private~~part ~~offering~~on ~~memorandum.~~

~~Cautionary~~ representations ~~Note~~made ~~Regarding~~by ~~Forward-Looking~~the ~~Statements~~initial purchasers in the purchase agreement pursuant to which the Company sold the Notes and Guarantees to the initial purchasers. The shares of the Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

~~This~~To ~~Report~~the ~~contains~~extent ~~“forward-looking~~that ~~statements”~~any ~~within~~shares of the ~~meaning~~Common ofStock ~~Section 27A~~are issued upon conversion of the ~~Securities~~Notes, ~~Act~~they ~~and~~will ~~Section 21E~~be ofissued ~~the~~in ~~Exchange~~transactions ~~Act.~~anticipated ~~Forward-looking~~to ~~statements~~be ~~may~~exempt ~~include~~from registration under the ~~words~~Securities ~~“may,”~~Act ~~“will,”~~by ~~“estimate,”~~virtue ~~“intend,”~~of ~~“continue,”~~Section 3(a)(9) ~~“believe~~thereof,” ~~“expect,”~~because ~~“plan”~~no commission or ~~“anticipate”~~other ~~and~~remuneration ~~other~~is ~~similar~~expected ~~words.~~to ~~Forward-looking~~be ~~statements~~paid ~~convey~~in connection with conversion of the ~~Company’s~~Notes ~~current~~and ~~expectations~~any orresulting ~~forecasts~~issuance of ~~future~~shares ~~events.~~of ~~These~~the ~~“forward-looking~~Common ~~statements”~~Stock. ~~include~~Initially, ~~but~~a ~~are~~maximum ~~not~~of ~~limited to~~11,867,085 ~~statements~~shares ~~regarding~~of ~~the~~Common ~~completion~~Stock ofmay ~~the~~be ~~Offering;~~issued ~~the~~upon ~~proposed~~conversion ~~terms~~ of the ~~Offering;~~Notes, based on the ~~expected~~initial ~~amount~~maximum ~~and~~conversion ~~intended~~rate ~~use~~of 79.1139 shares of ~~the~~Common ~~proceeds;~~Stock ~~our~~per ~~preliminary~~$1,000 ~~unaudited~~principal ~~estimated~~amount ~~financial~~of ~~results~~Notes, ~~for~~which ~~the~~is ~~three~~subject ~~months~~to ~~ended~~customary ~~June 30,~~anti-dilution ~~2026;~~adjustment ~~the~~provisions.

~~consummation~~Item of negotiations with lenders under our existing credit agreement; and the consummation of any refinancing, extension, renewal, exchange or replacement of our outstanding senior notes. 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. Without limitation, these risks and uncertainties include the risks related to failure to satisfy the conditions to closing of the Offering; the highly cyclical nature of our business; uncertain economic conditions including the possibility that customer demand may not meet our expectations; our ability to generate sufficient cash to service all of our indebtedness; our indebtedness, financial condition and fulfillment of obligations thereunder; price and trading volume volatility of our common stock; our backlog may not reflect future sales of our products, increased competition; reliance on certain customers and corporate partnerships; risks of customer pick-up delays; shortages and costs of raw materials including the impact of tariffs or other international trade developments; risks in implementing and sustaining improvements in the Company’s manufacturing operations and cost containment; dependence on industry trends and timing; supplier constraints; labor costs and availability; customer acceptance of and reactions to pricing changes; costs of indebtedness; and our ability to execute on our long-term strategic plan. Each forward-looking statement contained in this 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 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 in our filings with the Securities and Exchange Commission, including, current reports on Form 8~~-K and periodic reports on Forms 10-K and 10-Q~~.01 WeOther ~~urge you to carefully review those disclosures for a more complete discussion of the risks of an investment in our securities~~Events.

On July 16, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes an offer to sell, or the solicitation of an offer to buy, the Notes, the Guarantees or the shares of Common Stock, if any, issuable upon conversion of the Notes.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

		Exhibit Index
ExhibitNo.		Description
10.1		Fifth Amendment to Second Amended and Restated Credit Agreement dated as of July 14, 2026, among Wabash National Corporation, certain subsidiaries of Wabash National Corporation, the lenders party thereto and Wells Fargo Capital Finance, LLC as administrative agent.
4.1		Indenture, dated as of July 20, 2026, among Wabash National Corporation, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.
99.1		Excerpts from Preliminary Offering Memorandum.
4.2		Form of 4.00% Convertible Senior Notes due 2032 (included in Exhibit 4.1).
99.2		Wabash National Corporation Press Release dated July 14, 2026
99.1		Wabash National Corporation Press Release, dated July 16, 2026.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document.

SIGNATURE

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

WABASH NATIONAL CORPORATION

Date: July 14, 2026

/s/ Patrick Keslin

Date: July 20, 2026

/s/ Patrick Keslin

Patrick Keslin

Senior Vice President and Chief Financial Officer

Filing Compare · WABASH NATIONAL Corp