929566AH0

• The amended credit agreement provides a $300 million revolving credit facility, with an option to increase commitments by up to an additional $175 million.
• The facility matures August 12, 2031, or earlier based on certain debt maturities or aggregate debt thresholds.
• Borrowings bear interest at term SOFR plus 1.50%-2.00% or base rate plus 0.50%-1.00%, depending on excess availability, with a 0.20% unused line fee.
• The agreement includes a $40 million availability block until the company achieves a fixed charge coverage ratio above 1.0, and requires minimum liquidity of $90 million before that conversion date.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• On July 27, 2026, the Board of Directors accepted the resignation of Sudhanshu Priyadarshi as a director.
• The resignation becomes effective on August 1, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• GAAP operating loss was $25 million; non-GAAP adjusted operating loss was $23.5 million.
• GAAP diluted EPS was $(0.56); non-GAAP adjusted EPS was $(0.53).
• Backlog at quarter end was $956 million, up 14% from Q1 2026.
• Q3 2026 guidance: revenue $440-$460 million, non-GAAP EPS $(0.50)-$(0.40).

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The notes mature on August 1, 2032, bear interest at 4.00% per annum payable semi-annually, and are guaranteed by subsidiaries that guarantee the company's 4.50% Senior Notes due 2028.
• The initial conversion rate is 59.7086 shares per $1,000 principal, equivalent to an initial conversion price of approximately $16.75 per share, a 32.50% premium over the July 15, 2026 closing price of $12.64.
• Net proceeds are estimated at approximately $122 million (or about $141 million if the option is fully exercised), to be used for general corporate purposes, including repaying amounts under its existing credit agreement.
• The notes were sold to qualified institutional buyers under Rule 144A and are not registered under the Securities Act; shares issuable upon conversion are also unregistered.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.02 Unregistered Sales of Equity Securities · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The company entered into a Fifth Amendment to its credit agreement to permit incurrence of additional indebtedness up to $150 million in connection with the notes offering.
• Preliminary unaudited Q2 2026 net sales are estimated between $413 million and $421 million, down 8-10% year-over-year.
• Preliminary Q2 2026 net loss is estimated between $23.3 million and $26.2 million, with diluted loss per share between $(0.57) and $(0.63).
• As of June 30, 2026, total backlog is expected to exceed $950 million.

1.01 Entry into a Material Definitive Agreement · 2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Wabash National held its 2026 annual meeting on May 13, 2026, with 36,848,288 shares represented, constituting a quorum.
• The advisory vote on executive compensation passed with 31,416,937 votes for, 1,695,365 against, and 109,824 abstentions.
• The appointment of Ernst & Young LLP as independent auditor for fiscal year 2026 was ratified with 36,385,805 votes for, 457,303 against, and 5,180 abstentions.
• The record date for the meeting was March 16, 2026, with 40,673,967 shares outstanding and entitled to vote.

5.07 Submission of Matters to a Vote of Security Holders

• Q1 2026 net sales were $303.2 million, a 20.4% decrease from the prior year quarter.
• GAAP diluted EPS was $(1.11); non-GAAP adjusted EPS was $(1.17).
• Total backlog was approximately $837 million as of March 31, 2026, up $132 million from the prior quarter.
• Q2 2026 guidance: revenue of $380-$400 million and non-GAAP adjusted EPS of $(0.40) to $(0.60).

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Michael N. Pettit stepped down as Senior Vice President, Chief Growth Officer on April 8, 2026, and will serve as Senior Advisor until Q3 2026.
• He remains eligible for a pro-rated 2026 annual incentive bonus and continued vesting of outstanding equity awards until separation.
• His separation is expected to be treated as termination without cause under the Executive Severance Plan, entitling him to severance benefits.
• Pettit will not participate in the Change in Control Severance Pay Plan during or after the transition period.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits