FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (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, 2025 or ☐ 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 3900 ...

Core Insights - Wabash has introduced a next-generation cargo assurance solution aimed at preventing cargo theft, integrating a digitally connected cargo door and intelligent locking system with the TMTrailerHawk.AI technology platform [1][3] Industry Context - Cargo theft is a significant issue in the U.S. supply chain, costing the industry approximately $6.6 billion annually according to research from the American Transportation Research Institute (ATRI) [2] Company Solution - The new cargo assurance solution transitions the industry from reactive loss response to proactive detection and accountability, providing verified access, exception alerts, and a comprehensive record of custody [2] - Traditional cargo security measures are deemed insufficient, as they lack true access control and verification of individuals handling the freight. Wabash's solution offers real-time visibility and alerts, transforming cargo assurance from passive monitoring to active assurance [3] Technological Features - The solution addresses orchestrated cargo theft by validating driver identity and carrier relationships, thereby enhancing control during cargo handoffs [4] - Wabash's approach combines digital identity, physical access control, and chain-of-custody tracking, which is already in use with carriers for inspections and asset visibility [5] Implementation Timeline - The cargo assurance solution will first be available as a retrofit option for TaaS Pools in 2026, followed by options for new Wabash trailers or retrofits in 2027 [5] Event Participation - Wabash will showcase live demonstrations of the cargo door and lock, along with TrailerHawk.AI workflows at the Manifest 2026 event, including a breakout session on the future of cargo assurance [6]

Core Viewpoint - Wabash National is navigating a prolonged downturn in the freight market, which has impacted its fourth-quarter performance and is expected to keep demand soft into early 2026. The company is focusing on liquidity, cost alignment, and expanding recurring revenue streams while acknowledging limited visibility on the industry's recovery timeline [4][3][2]. Financial Performance - In Q4, Wabash reported consolidated revenue of $321 million, with an adjusted EBITDA of -$26.2 million and an adjusted net loss of -$37.8 million (-$0.93 per share) [5][10]. - The Parts & Services segment grew by 33% year-over-year, despite the broader original-equipment market being down over 40% from its peak in 2023 [11]. - The company shipped approximately 5,901 new trailers and 1,343 truck bodies in the quarter, but faced operational inefficiencies due to lower-than-expected production volumes [9]. Cost Management and Actions - Wabash has idled manufacturing facilities in Little Falls and Goshen, incurring about $16 million in non-cash charges in Q4, with an expectation of an additional $4-5 million in charges in H1 2026 [6][7]. - These actions are anticipated to generate approximately $10 million in annualized savings, primarily from fixed manufacturing overhead and operating expenses [7][8]. Market Conditions and Outlook - The company is observing early signs of stabilization in parts of the freight market, such as stabilizing freight volumes and improving fleet utilization, but these have not yet led to increased order activity [2]. - Wabash expects the first quarter of 2026 to be the weakest of the year for both revenue and operating margins, with guidance for revenue between $310 million and $330 million and adjusted EPS of -$0.95 to -$0.05 [17]. Capital Allocation and Investments - In 2025, Wabash generated $12 million in operating cash flow but reported -$31 million in free cash flow, excluding a $30 million legal settlement [13]. - The company invested $5 million in capital expenditures and $7 million in revenue-generating assets for its Trailers as a Service (TaaS) initiative during Q4 [14]. - Wabash ended 2025 with $235 million in liquidity and plans to prioritize paying down its asset-based lending facility [16]. Industry Context - The transportation industry is facing prolonged softness in demand, which has affected customer spending decisions [3]. - Wabash is monitoring antidumping and countervailing duty petitions related to imported trailer products, with preliminary determinations expected in early 2026 [18]. - The company does not anticipate incurring material costs from the antidumping process, and any potential duties would apply to named foreign competitors if determinations are affirmative [18].

Financial Data and Key Metrics Changes - In the fourth quarter, consolidated revenue was $321 million, with adjusted EBITDA at -$26.2 million, or -8.1% of sales, and adjusted net income attributable to common stockholders at -$37.8 million, or -$0.93 per diluted share [20][21] - Adjusted gross margin was -1.1% of sales, and adjusted operating margin was -13.6% [20] - Full-year operating cash generation totaled $12 million, with -$31 million of free cash flow in 2025 [22] Business Line Data and Key Metrics Changes - Transportation Solutions generated revenue of $263 million, with non-GAAP operating income of -$31.7 million, or -12.1% of sales [21] - Parts and Services generated revenue of $64.5 million and operating income of $5.1 million, or 7.9% of sales, continuing a trend of sequential and year-over-year growth [21][13] Market Data and Key Metrics Changes - The transportation industry faced prolonged softness in demand, with freight, construction, and industrial activity operating below normalized levels [3][5] - Early signs of stabilization in freight volumes were noted, but these have not yet translated into increased order activity [5][10] Company Strategy and Development Direction - The company is focused on aligning costs with demand, preserving liquidity, and protecting margins while pursuing market share opportunities [6][7] - Actions taken in 2025 are believed to strengthen the company's foundation and improve its ability to perform through the cycle [4] - The company is investing in parts and services as a more durable revenue stream, with a growth of 33% year-over-year in this segment [13][14] Management's Comments on Operating Environment and Future Outlook - The management noted that the demand environment is expected to remain difficult in the first quarter of 2026, with revenue guidance set between $310 million and $330 million [11][24] - There is confidence that 2026 will represent an improvement from 2025, despite the uncertainty in the timing and shape of the demand recovery [11][25] Other Important Information - The idling of manufacturing facilities resulted in approximately $16 million of total charges during the quarter, all of which were non-cash [8] - The company expects to recognize an additional $4 million-$5 million in charges in the first half of 2026, primarily related to severance and exit-related costs [8] Q&A Session Summary Question: Impact of idling capacity on refrigerated truck bodies - Management confirmed that they are not exiting the refrigerated market and are repositioning products for an improving market [32][33] Question: Continuation of parts and services run rate into 2026 - Management expects nice growth in 2026, with quarterly averages continuing from Q4, but margins may face pressure due to market conditions [34][36] Question: Changes in refrigerated truck bodies and cost structure - Management assured that capacity for refrigerated truck bodies remains intact and that strategic actions taken will optimize overhead [45][46] Question: Customer optimism and market recovery - Management noted that initial tailwinds for trailer demand are stabilizing, but it is too early to predict a significant recovery [51][52] Question: Tariff impacts on cost of goods sold - Management clarified that the impact of tariffs on material costs is minimal, with market price competition being the primary driver of margin compression [92]

Financial Data and Key Metrics Changes - In the fourth quarter, consolidated revenue was $321 million, with adjusted EBITDA at -$26.2 million, or -8.1% of sales, and adjusted net income attributable to common stockholders at -$37.8 million, or -$0.93 per diluted share [20][21] - Adjusted gross margin was -1.1% of sales, while adjusted operating margin came in at -13.6% [20] - Full-year operating cash generation totaled $12 million, with -$31 million of free cash flow in 2025 [22] Business Line Data and Key Metrics Changes - Transportation Solutions generated revenue of $263 million, with non-GAAP operating income of -$31.7 million, or -12.1% of sales [21] - Parts and Services generated revenue of $64.5 million and operating income of $5.1 million, or 7.9% of sales, continuing the trend of both sequential and year-over-year revenue growth [21][13] Market Data and Key Metrics Changes - Demand across both the trailer and truck body industries remains soft, with freight, construction, and industrial activity operating below normalized levels [10][5] - The domestic trailer industry has filed antidumping and countervailing duty petitions concerning certain imported trailer products, with investigations currently in early stages [9] Company Strategy and Development Direction - The company is focused on aligning costs with demand, preserving liquidity, and protecting margins while pursuing market share opportunities [6][7] - The idling of manufacturing facilities is part of a longer-term strategy to reduce overall fixed costs and improve cost structure [7][8] - The Parts and Services segment is seen as a durable and resilient earnings stream, with growth expected to continue despite market challenges [13][14] Management's Comments on Operating Environment and Future Outlook - The management noted that 2025 was a challenging year with prolonged softness in demand, but actions taken have strengthened the company's foundation for future recovery [3][4] - The company expects the first quarter of 2026 to be the weakest of the year in terms of revenue and operating margins, but anticipates improvement for the full year [11][24] - Management remains cautious about the demand environment but sees early signs of stabilization in certain parts of the freight transportation market [5][10] Other Important Information - The company expects to recognize additional charges related to the idling of facilities, with ongoing annualized cost savings projected at approximately $10 million [8] - The company is maintaining a conservative approach to cash management and does not anticipate near-term investments in revenue-generating assets for the Trailers as a Service initiative [23] Q&A Session Summary Question: Impact of idling capacity on refrigerated truck bodies - Management clarified that they are not exiting the refrigerated market and are repositioning products for future demand [32][33] Question: Continuation of Parts and Services growth into 2026 - Management expects nice growth in 2026 for Parts and Services, with margins anticipated to improve after Q1 [34][36] Question: Strategic actions and cost structure implications - Management confirmed significant impairment related to shutdowns and indicated that the operating expense differential is a temporary situation [47][48] Question: Customer optimism and market recovery - Management noted that while there are positive initial signs, it is too early to predict a significant demand increase for trailers in 2026 [51][52] Question: Tariff impacts on cost of goods sold - Management indicated that the impact on margins is more related to market pricing competition rather than direct material costs from tariffs [94]

Financial Data and Key Metrics Changes - In Q4 2025, consolidated revenue was $321 million, with adjusted gross margin at -1.1% and adjusted operating margin at -13.6% [20][21] - Adjusted EBITDA was -$26.2 million, or -8.1% of sales, and adjusted net income attributable to common stockholders was -$37.8 million, or -$0.93 per diluted share [22] - Full-year operating cash generation totaled $12 million, with free cash flow at -$31 million, excluding a $30 million legal settlement [23] Business Line Data and Key Metrics Changes - Transportation Solutions generated revenue of $263 million with non-GAAP operating income of -$31.7 million, or -12.1% of sales [22] - Parts and Services generated revenue of $64.5 million and operating income of $5.1 million, or 7.9% of sales, showing year-over-year growth of 33% [22][14] Market Data and Key Metrics Changes - The transportation industry faced prolonged softness in demand, with freight, construction, and industrial activity operating below normalized levels [5][10] - Early signs of stabilization in freight volumes and gradual improvement in fleet utilization rates were noted, but these have not yet translated into increased order activity [5][6] Company Strategy and Development Direction - The company is focused on aligning costs with demand, preserving liquidity, and protecting margins while pursuing market share opportunities [6][7] - Actions taken in 2025 are believed to strengthen the company's foundation and improve its ability to perform through the cycle [4] - The company is investing in its parts and service business, which has shown resilience and growth, and is expected to operate in the high teens EBITDA over time [14][15] Management's Comments on Operating Environment and Future Outlook - Management noted that the demand environment is expected to remain difficult in Q1 2026, with revenue guidance of $310 million to $330 million and adjusted earnings per share between -$0.95 and -$0.05 [11][25] - The first quarter is anticipated to be the weakest of the year in terms of revenue and operating margins, but there is confidence that 2026 will show improvement compared to 2025 [11][25] Other Important Information - The company idled manufacturing facilities in Little Falls and Goshen, resulting in approximately $16 million in non-cash charges during the quarter [8] - The domestic trailer industry has filed antidumping and countervailing duty petitions concerning certain imported trailer products, with investigations currently underway [9] Q&A Session Summary Question: Impact of idling capacity on refrigerated truck bodies - Management confirmed that they are not exiting the refrigerated market and are repositioning products for future demand [32][33] Question: Continuation of parts and services growth into 2026 - Management expects to see continued growth in the parts and services segment in 2026, with potential margin improvements after Q1 [34][36] Question: Update on imported trailers and potential dumping - Management clarified that Wabash is not negatively impacted by the ongoing investigations and that any penalties would apply to international competitors [60][62] Question: Capital allocation strategy moving forward - The company plans to prioritize paying down debt, maintaining dividends, and funding internal capital expenditures, with a focus on liquidity management [77][78]

Fourth Quarter 2025 Earnings Release Changing How the World Reaches You® February 4, 2026 Safe Harbor Statement & Non-GAAP Financial Measures This presentation contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey Wabash National Corporation's (the "Company") current expectations or forecasts of future events. All statements contained in this presentation other than statements of historical fact are forward-looking s ...

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Financial Performance - For Q4 2025, net sales were $321.5 million, with an operating loss of $59.9 million, representing (18.6)% of sales[3] - Full year 2025 revenue totaled $1.54 billion, with a net income attributable to common stockholders of $211.5 million, or $5.07 per diluted share[3] - Net income for the year ended December 31, 2025, was $211.6 million, a significant recovery from a net loss of $283.1 million in 2024[26] - Total net external sales for 2025 reached $1,542,754, a decrease of 20.8% compared to $1,946,740 in 2024[30] - Gross profit for 2025 was $69,911, significantly lower than $265,072 in 2024, indicating a gross margin drop[30] - Adjusted operating (loss) income for 2025 was $(94,943), compared to an adjusted income of $93,896 in 2024, reflecting a substantial decline[32] - Free cash flow for 2025 was $(60,589), a decrease from $38,136 in 2024, highlighting cash generation challenges[36] - Adjusted EBITDA for 2025 was $(24,550), contrasting with $162,674 in 2024, indicating operational difficulties[34] - The company reported a net loss attributable to common stockholders of $(49,878) for Q4 2025, compared to a loss of $(1,030) in Q4 2024[34] Sales and Backlog - Total backlog as of December 31, 2025, was approximately $705 million, indicating delayed capital spending decisions[4] - Net sales for Q4 2025 were $321.5 million, a decrease of 22.8% compared to $416.8 million in Q4 2024[24] - Q4 2025 Transportation Solutions net sales were $262.9 million, a decrease of 29.0% year-over-year, with an operating loss of $47.8 million[8] - Parts & Services net sales for Q4 2025 were $64.5 million, an increase of 32.6% compared to the prior year quarter, with an operating income of $5.1 million[9] - New trailer shipments in Q4 2025 were 5,901 units, down from 6,770 units in Q4 2024, representing a decline of 12.8%[28] - New trailers shipped in 2025 totaled 27,770 units, down from 32,100 units in 2024, representing a decline of 13.5%[30] - The company shipped 10,600 truck bodies in 2025, down from 14,255 in 2024, reflecting a decrease of 25.5%[30] Operational Metrics - Non-GAAP adjusted operating loss for Q4 2025 was $43.8 million, or (13.6)% of sales[3] - Adjusted EBITDA for Q4 2025 was $(26.2) million, or (8.1)% of net sales[3] - The company reported adjusted loss from operations of $31.7 million for Q4 2025, compared to an income of $5.1 million in Q4 2024[29] - Transportation Solutions segment reported a loss from operations of $47,849 in Q4 2025, compared to an income of $17,942 in Q4 2024[39] - Adjusted segment EBITDA for Transportation Solutions was $(19,735) in Q4 2025, down from $31,756 in Q4 2024, resulting in an adjusted EBITDA margin of (7.5)%[39] - For the full year 2025, Transportation Solutions reported a loss from operations of $58,245, significantly lower than the income of $148,277 in 2024[39] - Adjusted segment EBITDA for Parts & Services was $7,049 in Q4 2025, compared to $5,563 in Q4 2024, with an adjusted EBITDA margin of 10.9%[39] - The full year 2025 adjusted segment EBITDA for Parts & Services was $33,175, down from $38,099 in 2024, with a margin of 14.0%[39] Assets and Liabilities - Total assets decreased to $1.17 billion in 2025 from $1.41 billion in 2024, reflecting a reduction of 17.0%[22] - Total liabilities decreased to $802.7 million in 2025 from $1.22 billion in 2024, a reduction of 34.3%[22] - Long-term debt increased to $442.9 million in 2025 from $397.1 million in 2024, an increase of 11.5%[22] Market Outlook - Guidance for Q1 2026 expects revenue in the range of $310 million to $330 million, with adjusted earnings per share between ($0.95) and ($1.05)[4] - Market conditions are showing early signs of stabilization, with expectations for demand improvement in the second half of 2026[5] - Customer engagement for 2026 purchasing decisions is ongoing, with many fleet order commitments remaining open and active[6] Impairments and Adjustments - The impairment of Little Falls, MN assets resulted in a $16,146 adjustment in 2025, impacting overall financial results[34] - The company recognized an impairment of assets in Little Falls, MN amounting to $16,146 in both Q4 and full year 2025[39] Dividends - The company paid dividends of $0.08 per share in both Q4 2025 and Q4 2024[24]

Core Insights - Wabash reported a challenging financial performance for Q4 2025, with net sales of $321.5 million and an operating loss of $59.9 million, reflecting a significant decline compared to the previous year [2][7] - The company anticipates a revenue range of $310 million to $330 million for Q1 2026, with adjusted earnings per share expected to be between ($0.95) and ($1.05) [3][4] - Total backlog as of December 31, 2025, was approximately $705 million, indicating cautious capital spending decisions by customers [3][7] Financial Performance - For Q4 2025, net loss attributable to common stockholders was $49.9 million, or $(1.23) per diluted share, while the full year net income was $211.5 million, or $5.07 per diluted share [2][24] - Non-GAAP adjusted operating loss for Q4 was $43.8 million, or (13.6)% of sales, and for the full year, the adjusted net loss was $(89.9) million, or $(2.15) per diluted share [2][9] - Adjusted EBITDA for Q4 was $(26.2) million, or (8.1)% of net sales, while the full year adjusted EBITDA was $(24.6) million, or (1.6)% of net sales [2][37] Business Segments - Transportation Solutions segment reported net sales of $262.9 million for Q4 2025, a decrease of 29.0% year-over-year, with an operating loss of $47.8 million [9][28] - Parts & Services segment saw net sales increase by 32.6% year-over-year to $64.5 million, with an operating income of $5.1 million [9][28] - Total new units shipped in Q4 2025 included 5,901 trailers and 1,343 truck bodies, reflecting a decline from the previous year [8][32] Market Outlook - The company noted that while conditions are improving for customers, visibility into the timing and sustainability of the freight market recovery remains limited [4][7] - Customer engagement for 2026 purchasing decisions is ongoing, with many fleet order commitments remaining open, suggesting potential for improved revenue and operating margins in 2026 compared to 2025 [4][7] - The market environment is showing early signs of stabilization, which may lead to demand improvement in the second half of 2026 and a stronger 2027 [7][9]