Wabash National(US:WNC)2025-07-25 20:04markdown [PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents Wabash National Corporation's unaudited condensed consolidated financial statements and management's analysis [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Wabash National Corporation's unaudited condensed consolidated financial statements and notes for Q2 2025 and FY2024 are presented [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20at%20June%2030%2C%202025%20and%20December%2031%2C%202024) This section provides a snapshot of the company's assets, liabilities, and equity at June 30, 2025, and December 31, 2024 | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------- | :------------------------ | :------------------ | | **Assets** | | | | Total current assets | $623.9 million | $594.5 million | | Property, plant, and equipment, net | $327.9 million | $339.2 million | | Goodwill | $196.7 million | $188.4 million | | Total assets | $1,376.0 million | $1,411.5 million | | **Liabilities and Stockholders' Equity** | | | | Total current liabilities | $372.4 million | $308.4 million | | Long-term debt | $437.5 million | $397.1 million | | Total liabilities | $989.6 million | $1,221.7 million | | Total Wabash National Corporation stockholders' equity | $385.2 million | $188.8 million | | Total liabilities, noncontrolling interest, and equity | $1,376.0 million | $1,411.5 million | - Total assets decreased by **$35.495 million** from December 31, 2024, to June 30, 2025, primarily due to a decrease in cash and cash equivalents and property, plant, and equipment, net, partially offset by increases in accounts receivable and prepaid expenses[10](index=10&type=chunk) - Total stockholders' equity significantly increased by **$196.387 million**, from **$188.830 million** at December 31, 2024, to **$385.217 million** at June 30, 2025[10](index=10&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) This section details the company's net sales, gross profit, operating income, and net income for Q2 and H1 2025 and 2024 | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $458.8 million | $550.6 million | $839.7 million | $1,065.9 million | | Gross profit | $41.4 million | $89.7 million | $60.4 million | $166.1 million | | (Loss) income from operations | $(4.8) million | $43.8 million | $309.8 million | $73.3 million | | Net (loss) income attributable to common stockholders | $(9.6) million | $29.0 million | $221.4 million | $47.1 million | | Basic EPS | $(0.23) | $0.65 | $5.24 | $1.04 | | Diluted EPS | $(0.23) | $0.64 | $5.21 | $1.03 | | Dividends declared per share | $0.08 | $0.08 | $0.16 | $0.16 | - Net sales decreased by **16.7%** for the three months ended June 30, 2025, and by **21.2%** for the six months ended June 30, 2025, compared to the prior year periods[12](index=12&type=chunk) - The company reported a net loss attributable to common stockholders of **$(9.589) million** for the three months ended June 30, 2025, a significant decline from a net income of **$28.958 million** in the prior year period. However, for the six months ended June 30, 2025, net income attributable to common stockholders increased substantially to **$221.352 million** from **$47.125 million** in the prior year, largely influenced by a **$342 million** reduction in product liability charges[12](index=12&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) [Condensed Consolidated Statements of Comprehensive (Loss) Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) This section presents the company's net income and other comprehensive income (loss) for Q2 and H1 2025 and 2024 | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net (loss) income | $(9.603) million | $29.204 million | $221.593 million | $47.491 million | | Total other comprehensive income (loss) | $2.248 million | $(2.133) million | $3.027 million | $(1.673) million | | Comprehensive (loss) income attributable to common stockholders | $(7.341) million | $26.825 million | $224.379 million | $45.452 million | - Total other comprehensive income (loss) shifted from a loss of **$(2.133) million** in Q2 2024 to an income of **$2.248 million** in Q2 2025, primarily due to positive foreign currency translation adjustments and unrealized gains on derivative instruments[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024) This section outlines the company's cash flows from operating, investing, and financing activities for H1 2025 and 2024 | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(16.106) million | $(6.388) million | | Net cash used in investing activities | $(47.786) million | $(43.388) million | | Net cash provided by (used in) financing activities | $5.831 million | $(52.210) million | | Net decrease in cash and cash equivalents | $(58.061) million | $(101.986) million | | Cash and cash equivalents at end of period | $57.423 million | $77.285 million | - Net cash used in operating activities increased to **$(16.106) million** in the first six months of 2025 from **$(6.388) million** in the prior year, primarily due to net income adjustments for non-cash legal matter expenses[17](index=17&type=chunk)[179](index=179&type=chunk) - Financing activities provided **$5.831 million** in the first six months of 2025, a significant improvement from using **$(52.210) million** in the prior year, driven by net borrowings under the Revolving Credit Agreement[17](index=17&type=chunk)[181](index=181&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) This section details changes in stockholders' equity, including net income, repurchases, and dividends, for Q2 and H1 2025 and 2024 | Metric | Balances at Dec 31, 2024 | Balances at June 30, 2025 | Balances at Dec 31, 2023 | Balances at June 30, 2024 | | :-------------------------------- | :----------------------- | :------------------------ | :----------------------- | :------------------------ | | Total Stockholders' Equity | $188.8 million | $385.2 million | $549.5 million | $550.4 million | | Net income attributable to common stockholders for the period (6 months) | N/A | $221.4 million | N/A | $47.1 million | | Stock repurchases (6 months) | N/A | $(26.9) million | N/A | $(43.8) million | | Common stock dividends (6 months) | N/A | $(6.7) million | N/A | $(7.3) million | - Total stockholders' equity increased significantly from **$188.830 million** at December 31, 2024, to **$385.217 million** at June 30, 2025, primarily due to net income attributable to common stockholders[19](index=19&type=chunk) - The company repurchased **1,085,489** shares for **$10.412 million** in Q2 2025 and **1,033,764** shares for **$16.504 million** in Q1 2025, totaling **$26.916 million** for the six months ended June 30, 2025[19](index=19&type=chunk)[209](index=209&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of accounting policies, significant transactions, and financial disclosures for the consolidated statements [1. Business Description & Basis of Presentation](index=9&type=section&id=1.%20DESCRIPTION%20OF%20THE%20BUSINESS%20%26%20BASIS%20OF%20PRESENTATION) This note describes Wabash National Corporation's business, products, and the basis for preparing its unaudited condensed consolidated financial statements - Wabash National Corporation, founded in **1985**, designs, manufactures, and services a diverse range of transportation products, including dry freight and refrigerated trailers, tank trailers, truck bodies, and structural composite panels. The company's financial statements are condensed and unaudited, prepared in accordance with SEC rules and GAAP, and consolidate controlled subsidiaries[23](index=23&type=chunk)[24](index=24&type=chunk) [2. New Accounting Pronouncements](index=9&type=section&id=2.%20NEW%20ACCOUNTING%20PRONOUNCEMENTS) This note discusses recently issued accounting pronouncements and their potential impact on the company's financial statements - The FASB issued ASU **2023-09** (Income Taxes) in December **2023**, effective for annual periods after December **15**, **2024**, requiring enhanced income tax disclosures including tabular tax rate reconciliation and disaggregation of net income taxes paid. The Company is evaluating its impact[26](index=26&type=chunk) - ASU No. **2024-03** (Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures) was issued in November **2024**, requiring additional disclosure of expense nature, effective for annual periods after December **15**, **2026**. The Company is evaluating its effect[27](index=27&type=chunk) [3. Revenue Recognition](index=9&type=section&id=3.%20REVENUE%20RECOGNITION) This note outlines the company's policies for recognizing revenue from product sales and service work, including timing and measurement - Revenue is recognized when control of products (trailers, equipment, parts) or completion of service work is transferred to the customer, measured by the expected consideration. Shipping and handling fees are included in Net sales, with associated costs in Cost of sales[28](index=28&type=chunk)[29](index=29&type=chunk) [4. Business Combinations](index=10&type=section&id=4.%20BUSINESS%20COMBINATIONS) This note details the company's recent acquisition of TrailerHawk.ai, LLC, including the purchase price, consideration, and goodwill recognized - On February **3**, **2025**, Wabash acquired TrailerHawk.ai, LLC for an initial purchase price of **$2.5 million** (less **$0.8 million** allowance for development), plus the release of **$3.0 million** in convertible promissory notes and accrued interest, and contingent earnout consideration up to **$15.0 million** over seven years[31](index=31&type=chunk) - The acquisition resulted in **$8.2 million** of Goodwill recognized as of June **30**, **2025**, and is included within the Parts and Services reportable segment[31](index=31&type=chunk) [5. Goodwill & Other Intangible Assets](index=10&type=section&id=5.%20GOODWILL%20%26%20OTHER%20INTANGIBLE%20ASSETS) This note provides a breakdown of goodwill by segment and details changes, primarily from the Trailerhawk.AI, LLC acquisition | Segment | Net Balance as of Dec 31, 2024 (in millions) | Acquisition of Trailerhawk AI, LLC (in millions) | Effects of Foreign Currency (in millions) | Net Balance as of June 30, 2025 (in millions) | | :----------------------- | :----------------------------- | :------------------------------- | :-------------------------- | :------------------------------ | | Transportation Solutions | $120.5 million | $— | $(0.0) million | $120.5 million | | Parts & Services | $67.9 million | $8.2 million | $(0.0) million | $76.1 million | | Total | $188.4 million | $8.2 million | $(0.0) million | $196.7 million | - Goodwill increased by **$8.209 million** from December 31, 2024, to June 30, 2025, primarily due to the acquisition of Trailerhawk.AI, LLC, which added **$8.220 million** to the Parts & Services segment[33](index=33&type=chunk) [6. Noncontrolling Interest, VIEs and Investments](index=11&type=section&id=6.%20NONCONTROLLING%20INTEREST%2C%20VARIABLE%20INTEREST%20ENTITIES%20(%22VIEs%22)%20AND%20INVESTMENTS) This note describes the company's investments in Linq Venture Holdings LLC, Wabash Parts LLC, and UpLabs Ventures, LLC [Linq Venture Holdings LLC](index=12&type=section&id=Linq%20Venture%20Holdings%20LLC) This section details Wabash's 49% ownership in Linq Venture Holdings LLC, its VIE classification, and equity method accounting - Wabash holds **49%** ownership in Linq Venture Holdings LLC, a digital marketplace for the transportation and logistics distribution industry, and has provided a **$25 million** revolving line of credit (Wabash Note)[44](index=44&type=chunk)[47](index=47&type=chunk) - Linq is classified as a Variable Interest Entity (VIE), but Wabash is not the primary beneficiary, accounting for its investment using the equity method. The Company's maximum exposure to loss is limited to its initial capital contribution and amounts borrowed under the Wabash Notes[46](index=46&type=chunk)[48](index=48&type=chunk) | Metric | 2025 (Six Months) (in millions) | 2024 (Six Months) (in millions) | | :-------------------------------- | :------------------ | :------------------ | | Balance at January 1 | $0.0 million | $1.6 million | | Loss from unconsolidated entity | $(4.0) million | $(2.9) million | | Equity deficit applied to note | $4.0 million | $1.3 million | | Balance at June 30 | $0.0 million | $0.0 million | [Wabash Parts LLC](index=13&type=section&id=Wabash%20Parts%20LLC) This section describes Wabash's 50% ownership in Wabash Parts LLC, its consolidation as a VIE, and related financial balances - Wabash holds **50%** ownership in Wabash Parts LLC (WP), a parts and services distribution platform, and is deemed the primary beneficiary, thus consolidating WP's financial results within the Parts & Services segment[51](index=51&type=chunk)[53](index=53&type=chunk) | Metric | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------------- | :------------ | :---------------- | | Total assets | $8.0 million | $6.5 million | | Total liabilities | $4.9 million | $4.5 million | | Noncontrolling interest balance at June 30 | $1.2 million | $0.4 million | [UpLabs Ventures, LLC](index=15&type=section&id=UpLabs%20Ventures%2C%20LLC) This section outlines Wabash's investment in UpLabs Ventures, LLC, for venture labs focused on mobility and digital solutions - In Q3 **2024**, Wabash established a collaborative framework with UpLabs Ventures, LLC, investing **$6.0 million** to launch venture labs focused on mobility and digital solutions, recorded as a cost method investment in unconsolidated entities[55](index=55&type=chunk)[56](index=56&type=chunk) [7. Inventories, Net](index=15&type=section&id=7.%20INVENTORIES%2C%20NET) This note provides a detailed breakdown of the company's inventory components and changes from December 31, 2024, to June 30, 2025 | Inventory Component | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :------------------------ | :------------ | :---------------- | | Raw materials and components | $141.3 million | $135.0 million | | Finished goods | $89.1 million | $92.7 million | | Work in progress | $11.6 million | $16.0 million | | Aftermarket parts | $8.2 million | $7.7 million | | Used trailers | $2.3 million | $7.5 million | | Total Inventories, net | $252.5 million | $258.8 million | - Total inventories, net, decreased by **$6.371 million** from **$258.825 million** at December 31, 2024, to **$252.454 million** at June 30, 2025, primarily due to decreases in finished goods, work in progress, and used trailers, partially offset by an increase in raw materials and components[58](index=58&type=chunk) [8. Prepaid Expenses and Other](index=15&type=section&id=8.%20PREPAID%20EXPENSES%20AND%20OTHER) This note details prepaid expenses and other current assets, highlighting increases in chassis converter pool agreements and tax receivables | Component | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :------------------------------------ | :------------ | :---------------- | | Chassis converter pool agreements | $86.5 million | $57.1 million | | Income tax receivables | $22.0 million | $10.3 million | | Insurance premiums & maintenance/subscription agreements | $11.1 million | $5.6 million | | Commodity swap contracts | $2.0 million | $0.2 million | | All other | $2.7 million | $3.1 million | | Total Prepaid expenses and other | $124.3 million | $76.2 million | - Prepaid expenses and other current assets increased by **$48.082 million** from **$76.233 million** at December 31, 2024, to **$124.315 million** at June 30, 2025, largely driven by an increase in chassis converter pool agreements and income tax receivables[59](index=59&type=chunk) [9. Debt](index=16&type=section&id=9.%20DEBT) This note describes the company's Senior Notes and Revolving Credit Agreement, including terms, balances, and covenant compliance [Senior Notes](index=16&type=section&id=Senior%20Notes) This section details the $400 million 4.50% unsecured Senior Notes due 2028, including interest payments and covenant compliance - Wabash has **$400 million** in **4.50%** unsecured Senior Notes due October **15**, **2028**, with interest paid semi-annually. The company was in compliance with all covenants as of June **30**, **2025**[61](index=61&type=chunk)[66](index=66&type=chunk) | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Contractual coupon interest expense | $4.5 million | $4.5 million | $9.0 million | $9.0 million | | Accretion of fees | $0.2 million | $0.2 million | $0.4 million | $0.3 million | [Revolving Credit Agreement](index=17&type=section&id=Revolving%20Credit%20Agreement) This section describes the $350 million revolving credit facility, its maturity, outstanding balance, and covenant compliance - The company has a **$350 million** revolving credit facility maturing September **23**, **2027**, with an option to increase by **$175 million**. As of June **30**, **2025**, **$40.0 million** was outstanding, and the company was in compliance with all covenants[69](index=69&type=chunk)[72](index=72&type=chunk)[76](index=76&type=chunk) | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Interest expense | $0.6 million | $0.2 million | $0.8 million | $0.4 million | | Principal borrowings | $20.5 million | $0.2 million | $40.9 million | $0.4 million | | Principal payments | $0.5 million | $0.2 million | $0.9 million | $0.4 million | [10. Financial Derivative Instruments](index=18&type=section&id=10.%20FINANCIAL%20DERIVATIVE%20INSTRUMENTS) This note explains the company's use of commodity swap contracts to hedge price fluctuations, notional amounts, and accounting treatment - Wabash uses commodity swap contracts to mitigate commodity price fluctuations, with notional amounts of **$17.7 million** as of June **30**, **2025**. These are designated as cash flow hedges, with effective portions recognized in Accumulated Other Comprehensive Income (Loss) (AOCI)[79](index=79&type=chunk)[80](index=80&type=chunk) | Metric | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------------- | :------------ | :---------------- | | Commodity swap contracts (asset) | $2.0 million | $0.2 million | | Commodity swap contracts (liability) | $(0.0) million | $(0.3) million | | Total derivatives designated as hedging instruments | $1.9 million | $(0.1) million | - The company expects to reclassify approximately **$1.9 million** of pretax deferred gains from AOCI to cost of sales over the next **12** months[81](index=81&type=chunk) [11. Leases](index=18&type=section&id=11.%20LEASES) This note details the company's activities as both a lessee and lessor, including ROU assets, lease liabilities, and lease income [Lessee Activities](index=18&type=section&id=Lessee%20Activities) This section outlines the company's accounting for leased assets and liabilities, excluding short-term leases, and related costs - Wabash records right-of-use (ROU) assets and lease liabilities for most leases, excluding those with terms of **12** months or less. Leased assets obtained in exchange for new operating lease liabilities totaled approximately **$3.0 million** for the six months ended June **30**, **2025**, down from **$5.4 million** in the prior year[82](index=82&type=chunk)[84](index=84&type=chunk) | Metric | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------------- | :------------ | :---------------- | | Total leased ROU assets | $33.3 million | $36.4 million | | Total lease liabilities | $33.3 million | $36.4 million | | Operating lease cost (6 months) | $7.1 million | $5.7 million | | Weighted average remaining lease term (years) | 3.2 | 3.5 | | Weighted average discount rate | 5.54% | 5.38% | [Lessor and Sublessor Activities](index=20&type=section&id=Lessor%20and%20Sublessor%20Activities) This section describes the company's leasing of dry van trailers, including lease terms, income recognition, and future receipts - Wabash leases dry van trailers under full-service and operating lease agreements, with initial terms generally three to five years. Lease income is included in Net sales within the Parts & Services segment[87](index=87&type=chunk)[89](index=89&type=chunk)[91](index=91&type=chunk) | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Fixed lease income | $1.0 million | $0.6 million | $1.7 million | $1.2 million | | Total lease income | $1.0 million | $0.6 million | $1.7 million | $1.2 million | | Future Contractual Receipts (Operating Leases) | Amount (in millions) | | :--------------------------------------------- | :------------------- | | 2025 (remainder) | $1.0 million | | 2026 | $2.1 million | | 2027 | $1.9 million | | 2028 | $1.2 million | | Total contractual receipts | $6.2 million | [12. Other Accrued Liabilities](index=22&type=section&id=12.%20OTHER%20ACCRUED%20LIABILITIES) This note provides a breakdown of other accrued liabilities, including warranty, chassis agreements, payroll, and customer deposits | Component | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------------- | :------------ | :---------------- | | Warranty | $15.3 million | $17.0 million | | Chassis converter pool agreements | $84.6 million | $57.1 million | | Payroll and related taxes | $20.3 million | $12.9 million | | Customer deposits | $30.9 million | $31.0 million | | Self-insurance | $10.9 million | $12.2 million | | Accrued interest | $4.0 million | $3.8 million | | Operating lease obligations | $12.5 million | $11.8 million | | Accrued taxes | $7.5 million | $6.6 million | | All other | $8.0 million | $9.3 million | | Total Other accrued liabilities | $194.0 million | $161.7 million | - Total other accrued liabilities increased by **$32.335 million** from **$161.671 million** at December 31, 2024, to **$194.006 million** at June 30, 2025, primarily due to increases in chassis converter pool agreements and payroll and related taxes[92](index=92&type=chunk) - The product warranty accrual decreased from **$16.958 million** at January **1**, **2025**, to **$15.299 million** at June **30**, **2025**, with provisions of **$1.287 million** and payments of **$(2.946) million** during the period[92](index=92&type=chunk) [13. Fair Value Measurements](index=22&type=section&id=13.%20FAIR%20VALUE%20MEASUREMENTS) This note describes the company's fair value measurements for financial instruments, including recurring measurements and estimated debt fair value [Recurring Fair Value Measurements](index=22&type=section&id=Recurring%20Fair%20Value%20Measurements) This section details the company's recurring fair value measurements for mutual funds, life-insurance contracts, and commodity swap contracts - Wabash uses a three-level valuation hierarchy for fair value measurements. Mutual funds are classified as Level **1**, while life-insurance contracts and commodity swap contracts are classified as Level **2**[93](index=93&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) | Asset / (Liability) | June 30, 2025 (Fair Value, in millions) | December 31, 2024 (Fair Value, in millions) | | :------------------------ | :--------------------------- | :----------------------------- | | Commodity swap contracts | $1.9 million | $(0.1) million | | Mutual funds | $16.3 million | $14.4 million | | Life-insurance contracts | $22.9 million | $22.4 million | [Estimated Fair Value of Debt](index=23&type=section&id=Estimated%20Fair%20Value%20of%20Debt) This section provides the estimated fair value of the company's Senior Notes and Revolving Credit Agreement, and their valuation methods - The fair value of Senior Notes due **2028** is based on third-party pricing sources and classified as Level **2**. The carrying value of Revolving Credit Agreement borrowings approximates fair value due to regular interest rate adjustments[98](index=98&type=chunk) | Instrument | June 30, 2025 (Carrying Value, in millions) | June 30, 2025 (Fair Value, in millions) | December 31, 2024 (Carrying Value, in millions) | December 31, 2024 (Fair Value, in millions) | | :----------------------- | :----------------------------- | :------------------------- | :--------------------------------- | :----------------------------- | | Senior Notes due 2028 | $397.5 million | $361.2 million | $397.1 million | $363.4 million | | Revolving Credit Agreement | $40.0 million | $40.0 million | $0.0 million | $0.0 million | | Total debt | $437.5 million | $401.2 million | $397.1 million | $363.4 million | [14. Commitments and Contingencies](index=23&type=section&id=14.%20COMMITMENTS%20AND%20CONTINGENCIES) This note discloses the company's legal proceedings, product liability claims, environmental disputes, and chassis converter pool agreements [Litigation](index=23&type=section&id=Litigation) This section discusses the company's involvement in various legal proceedings, including a significant product liability matter - Wabash is involved in numerous legal proceedings, including a significant product liability matter. Management believes existing proceedings will not materially impact financial condition or liquidity, except as noted for the Product Liability Matter[100](index=100&type=chunk) [Product Liability Claims](index=24&type=section&id=Product%20Liability%20Claims) This section details the significant product liability matter, including the jury award, subsequent reduction, and the company's appeal - In the Product Liability Matter, a jury initially awarded **$11.5 million** in compensatory damages and **$450 million** in punitive damages. On March **20**, **2025**, the punitive damages were reduced to **$108 million**, resulting in an Adjusted Award of **$11.5 million** compensatory and **$108 million** punitive damages[101](index=101&type=chunk) - Wabash recognized a **$342 million** reduction to the charge taken in Q4 **2024** and accrued a **$3.2 million** contingent liability for penalty costs in Q2 **2025**. As of June **30**, **2025**, the aggregate liability for this matter is **$122.7 million**, with a **$11.5 million** receivable for compensatory damages covered by insurance[102](index=102&type=chunk) - The company believes the Adjusted Award is abnormally high and not supported by facts or law, and has filed a notice of appeal, evaluating all legal options[103](index=103&type=chunk) [Environmental Disputes](index=24&type=section&id=Environmental%20Disputes) This section describes the company's involvement in environmental disputes at the Philip Services Site and Lafayette, Indiana Site - Wabash is a potentially responsible party (PRP) for the Philip Services Site in South Carolina, with a requested settlement payment deemed immaterial. For the Lafayette, Indiana Site, investigations confirm Wabash properties are not the source of contamination, and no material adverse effect is expected[105](index=105&type=chunk)[106](index=106&type=chunk) [Chassis Converter Pool Agreements](index=25&type=section&id=Chassis%20Converter%20Pool%20Agreements) This section explains the company's agreements for obtaining vehicle chassis and the outstanding amounts included in accrued liabilities - Wabash obtains vehicle chassis under converter pool agreements, where manufacturers retain control until reassignment to dealers. As of June **30**, **2025**, outstanding chassis converter pool agreements totaled **$84.6 million**, included in Other accrued liabilities[107](index=107&type=chunk) [15. Net Income Per Common Share](index=26&type=section&id=15.%20NET%20INCOME%20PER%20COMMON%20SHARE) This note presents the basic and diluted earnings per share (EPS) and weighted average common shares outstanding for the reported periods | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic EPS | $(0.23) | $0.65 | $5.24 | $1.04 | | Diluted EPS | $(0.23) | $0.64 | $5.21 | $1.03 | | Weighted average common shares outstanding (Basic) | 41,753 | 44,896 | 42,231 | 45,139 | | Weighted average common shares outstanding (Diluted) | 41,753 | 45,365 | 42,458 | 45,751 | - Basic and diluted EPS for the three months ended June **30**, **2025**, were **$(0.23)**, a decrease from **$0.65** and **$0.64** respectively in the prior year. For the six months ended June **30**, **2025**, basic EPS increased to **$5.24** from **$1.04**, and diluted EPS increased to **$5.21** from **$1.03**[110](index=110&type=chunk) [16. Stock-Based Compensation](index=26&type=section&id=16.%20STOCK-BASED%20COMPENSATION) This note describes the company's stock-based compensation plan, including restricted stock units and unrecognized compensation costs - Wabash recognizes share-based payments at grant date fair value, granting restricted stock units with service, performance, and/or market conditions. Unrecognized compensation costs related to these awards totaled **$17.5 million** at June **30**, **2025**, to be expensed through **2028**[111](index=111&type=chunk) [17. Stockholders' Equity](index=27&type=section&id=17.%20STOCKHOLDERS'%20EQUITY) This note details changes in stockholders' equity, including share repurchase programs, common/preferred stock, and accumulated other comprehensive income [Share Repurchase Program](index=27&type=section&id=Share%20Repurchase%20Program) This section outlines the Board-approved share repurchase program, its remaining authorization, and shares repurchased - The Board approved an additional **$150 million** share repurchase program on February **15**, **2024**, expiring in February **2027**. As of June **30**, **2025**, **$100 million** remained available under the program[112](index=112&type=chunk) [Common and Preferred Stock](index=27&type=section&id=Common%20and%20Preferred%20Stock) This section specifies the authorized shares of common and preferred stock, along with their par values - The Board of Directors is authorized to issue up to **200 million** shares of common stock and **25 million** shares of unclassed preferred stock, both with a par value of **$0.01** per share[113](index=113&type=chunk) [Accumulated Other Comprehensive Income (Loss)](index=27&type=section&id=Accumulated%20Other%20Comprehensive%20Income%20(Loss)) This section details the components of accumulated other comprehensive income (loss), including foreign currency translation and derivatives | Component | Balances at Dec 31, 2024 (in millions) | Net Change (6 months ended June 30, 2025, in millions) | Balances at June 30, 2025 (in millions) | | :------------------------ | :----------------------- | :---------------------------------------- | :------------------------ | | Foreign Currency Translation | $(3.0) million | $1.3 million | $(1.7) million | | Derivative Instruments | $(0.2) million | $1.7 million | $1.5 million | | Total | $(3.2) million | $3.0 million | $(0.2) million | - Accumulated Other Comprehensive Loss improved from **$(3.229) million** at December **31**, **2024**, to **$(202) million** at June **30**, **2025**, driven by net unrealized gains on derivative instruments and foreign currency translation adjustments[114](index=114&type=chunk) [18. Income Taxes](index=28&type=section&id=18.%20INCOME%20TAXES) This note presents the company's income tax benefit/expense and effective tax rates for Q2 and H1 2025 and 2024 | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax (benefit) expense | $(2.692) million | $9.768 million | $75.409 million | $16.191 million | | Effective tax rate | 21.9% | 25.1% | 25.4% | 25.4% | - The company recognized an income tax benefit of **$2.7 million** in Q2 **2025**, compared to an expense of **$9.8 million** in Q2 **2024**. For the six months ended June **30**, **2025**, income tax expense was **$75.4 million**, significantly higher than **$16.2 million** in the prior year, with effective tax rates of **25.4%** for both periods[116](index=116&type=chunk) [19. Segments](index=28&type=section&id=19.%20SEGMENTS) This note provides financial information by reportable segment, including net sales, gross profit, and income from operations [a. Segment Reporting](index=28&type=section&id=a.%20Segment%20Reporting) This section defines the company's Transportation Solutions and Parts & Services segments and presents their financial results - Wabash operates in two reportable segments: Transportation Solutions (TS), focusing on design and manufacturing of transportation equipment, and Parts & Services (P&S), encompassing parts, services, upfitting, composites, and engineered products[117](index=117&type=chunk)[120](index=120&type=chunk) | Metric (Three Months Ended June 30, 2025) | Transportation Solutions (in millions) | Parts & Services (in millions) | Consolidated (in millions) | | :---------------------------------------- | :----------------------- | :--------------- | :----------- | | External net sales | $399.4 million | $59.5 million | $458.8 million | | Gross profit | $28.6 million | $12.8 million | $41.4 million | | Income (loss) from operations | $12.5 million | $9.1 million | $(4.8) million | | Metric (Six Months Ended June 30, 2025) | Transportation Solutions (in millions) | Parts & Services (in millions) | Consolidated (in millions) | | :--------------------------------------- | :----------------------- | :--------------- | :----------- | | External net sales | $728.4 million | $111.3 million | $839.7 million | | Gross profit | $37.0 million | $23.4 million | $60.4 million | | Income (loss) from operations | $2.7 million | $16.0 million | $309.8 million | [b. Product Information](index=31&type=section&id=b.%20Product%20Information) This section provides a breakdown of consolidated net sales by product category, highlighting the contribution of new trailers | Product Category (Three Months Ended June 30, 2025) | Consolidated Net Sales (in millions) | Percentage of Total | | :-------------------------------------------------- | :--------------------- | :------------------ | | New trailers | $312.2 million | 68.0% | | Used trailers | $1.1 million | 0.2% | | Components, parts and services | $32.8 million | 7.1% | | Equipment and other | $112.8 million | 24.6% | | Total net sales | $458.8 million | 100.0% | | Product Category (Six Months Ended June 30, 2025) | Consolidated Net Sales (in millions) | Percentage of Total | | :------------------------------------------------ | :--------------------- | :------------------ | | New trailers | $545.5 million | 65.0% | | Used trailers | $2.6 million | 0.3% | | Components, parts and services | $64.3 million | 7.7% | | Equipment and other | $227.3 million | 27.1% | | Total net sales | $839.7 million | 100.0% | - New trailers remain the largest product category, accounting for **68.0%** of consolidated net sales in Q2 **2025** and **65.0%** for the six months ended June **30**, **2025**[124](index=124&type=chunk) [21. Subsequent Events](index=31&type=section&id=21.%20SUBSEQUENT%20EVENTS) This note discloses subsequent events, including the signing of the One Big Beautiful Bill and its expected immaterial financial impact - On July **4**, **2025**, the One Big Beautiful Bill was signed into legislation, introducing tax incentives and provisions. Wabash is evaluating its impact but does not expect a material effect on consolidated financial statements[125](index=125&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Wabash National Corporation's financial performance, condition, liquidity, capital resources, and future outlook [Results of Operations](index=35&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, including net sales, gross profit, and operating income, for Q2 and H1 2025 vs 2024 | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $458.8 million | $550.6 million | $839.7 million | $1,065.9 million | | Gross profit margin | 9.0% | 16.3% | 7.2% | 15.6% | | (Loss) income from operations | $(4.8) million | $43.8 million | $309.8 million | $73.3 million | | Net (loss) income | $(9.6) million | $29.2 million | $221.6 million | $47.5 million | - Net sales decreased by **16.7%** in Q2 **2025** and **21.2%** in the first six months of **2025**, primarily due to lower new trailer and truck body shipments. Gross profit margin declined significantly to **9.0%** in Q2 **2025** from **16.3%** in Q2 **2024**, driven by lower sales volumes[129](index=129&type=chunk)[132](index=132&type=chunk)[138](index=138&type=chunk)[145](index=145&type=chunk)[150](index=150&type=chunk) - General and administrative expenses increased by **$3.0 million** in Q2 **2025** due to impacts from the Product Liability Matter, but decreased by **$338.3 million** for the six months ended June **30**, **2025**, due to a **$342 million** reduction in the product liability charge[130](index=130&type=chunk)[140](index=140&type=chunk)[152](index=152&type=chunk) [Three Months Ended June 30, 2025 Compared with the Three Months Ended June 30, 2024](index=36&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20Compared%20with%20the%20Three%20Months%20Ended%20June%2030%2C%202024) This section compares the company's financial results for the three months ended June 30, 2025, against the same period in 2024 | Segment Sales (prior to eliminations) | Q2 2025 (in millions) | Q2 2024 (in millions) | Change Amount (in millions) | Change % | | :------------------------------------ | :------ | :------ | :------------ | :------- | | Transportation Solutions | $400.2 million | $498.7 million | $(98.5) million | (19.7%) | | Parts & Services | $59.7 million | $54.9 million | $4.8 million | 8.8% | | Total Net Sales | $458.8 million | $550.6 million | $(91.8) million | (16.7%) | - New trailer shipments decreased by **6.5%** (**605** units) and new truck body shipments decreased by **18.7%** (**735** units) in Q2 **2025** compared to Q2 **2024**[132](index=132&type=chunk) - TS segment gross profit decreased by **$46.089 million** (**61.7%**) to **$28.6 million**, primarily due to lower dry van shipments. P&S segment gross profit decreased by **$2.169 million** (**14.5%**) to **$12.8 million**, mainly due to increased depreciation and overheads outpacing sales growth[138](index=138&type=chunk)[139](index=139&type=chunk) [Six Months Ended June 30, 2025 Compared with the Six Months Ended June 30, 2024](index=38&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20Compared%20with%20the%20Six%20Months%20Ended%20June%2030%2C%202024) This section compares the company's financial results for the six months ended June 30, 2025, against the same period in 2024 | Segment Sales (prior to eliminations) | H1 2025 (in millions) | H1 2024 (in millions) | Change Amount (in millions) | Change % | | :------------------------------------ | :------ | :------ | :------------ | :------- | | Transportation Solutions | $747.0 million | $969.1 million | $(222.1) million | (22.9%) | | Parts & Services | $111.7 million | $104.1 million | $7.6 million | 7.3% | | Total Net Sales | $839.7 million | $1,065.9 million | $(226.2) million | (21.2%) | - New trailer shipments decreased by **15.9%** (**2,815** units) and new truck body shipments decreased by **18.7%** (**1,425** units) in the first six months of **2025** compared to the prior year[145](index=145&type=chunk) - TS segment gross profit decreased by **$100.786 million** (**73.1%**) to **$37.0 million**, primarily due to lower new trailer shipments and reduced fixed cost absorption. P&S segment gross profit decreased by **$4.915 million** (**17.4%**) to **$23.4 million**, mainly due to decreased sales in Components and Aftermarket Parts businesses[150](index=150&type=chunk)[151](index=151&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity position, capital structure, debt agreements, cash flows, and capital expenditures - Wabash's liquidity position (cash on hand and available borrowing capacity) was **$312.0 million** as of June **30**, **2025**, a decrease of **18%** from **$380.9 million** at June **30**, **2024**, and **26%** from **$421.9 million** at December **31**, **2024**[160](index=160&type=chunk)[175](index=175&type=chunk)[182](index=182&type=chunk) - The company's debt-to-equity ratio was approximately **1.1:1.0** as of June **30**, **2025**. Total debt obligations amounted to **$440.0 million**[158](index=158&type=chunk)[182](index=182&type=chunk) - For the first six months of **2025**, Wabash paid **$7.3 million** in dividends and repurchased **$24.1 million** in shares[159](index=159&type=chunk) [Capital Structure](index=40&type=section&id=Capital%20Structure) This section outlines the company's capital allocation strategy, including liquidity, leverage ratios, business investment, and shareholder returns - Wabash aims to optimize stockholder value through a balanced capital allocation strategy, including strong liquidity, healthy leverage ratios, business investment, and returning capital to shareholders. The debt-to-equity ratio was approximately **1.1:1.0** as of June **30**, **2025**[158](index=158&type=chunk) [Debt Agreements and Related Amendments](index=40&type=section&id=Debt%20Agreements%20and%20Related%20Amendments) This section details the company's Senior Notes and Revolving Credit Agreement, including terms, outstanding amounts, and covenant compliance - The Senior Notes due **2028** have a principal amount of **$400 million** with a **4.50%** interest rate, payable semi-annually. The Revolving Credit Agreement provides a **$350 million** facility maturing in September **2027**, with **$40.0 million** outstanding as of June **30**, **2025**[161](index=161&type=chunk)[169](index=169&type=chunk)[176](index=176&type=chunk) - Both debt agreements contain customary covenants, and Wabash was in compliance with all covenants as of June **30**, **2025**[166](index=166&type=chunk)[172](index=172&type=chunk) [Cash Flows](index=42&type=section&id=Cash%20Flows) This section analyzes the company's cash flows from operating, investing, and financing activities for H1 2025 and 2024 | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(16.1) million | $(6.4) million | | Net cash used in investing activities | $(47.8) million | $(43.4) million | | Net cash provided by (used in) financing activities | $5.8 million | $(52.2) million | - Operating cash flow used **$16.1 million** in H1 **2025**, an increase from **$6.4 million** used in H1 **2024**, primarily due to net income adjustments for non-cash legal matter expenses[179](index=179&type=chunk) - Investing activities used **$47.8 million** in H1 **2025**, including **$14.9 million** for capital expenditures, **$20.9 million** for revenue-generating assets, and **$10.4 million** for a note receivable to an unconsolidated entity[180](index=180&type=chunk) [Capital Expenditures](index=43&type=section&id=Capital%20Expenditures) This section details capital spending for property, plant, and equipment, and revenue-generating assets, along with future projections - Capital spending for property, plant, and equipment was **$14.9 million** for the first six months of **2025**, with an additional **$20.9 million** for revenue-generating assets[184](index=184&type=chunk) - Expected capital expenditures for property, plant, and equipment in **2025** are projected to be in the range of **$30** to **$40 million**[185](index=185&type=chunk) [Goodwill](index=43&type=section&id=Goodwill) This section confirms management's conclusion that there were no indicators of goodwill impairment during the reported periods - Management concluded there were no indicators of goodwill impairment during the three and six months ended June **30**, **2025**[186](index=186&type=chunk) [Contractual Obligations and Commercial Commitments](index=43&type=section&id=Contractual%20Obligations%20and%20Commercial%20Commitments) This section outlines the company's future contractual obligations and commercial commitments, including debt, leases, and purchase commitments | Obligation Type | 2025 (remainder, in millions) | 2026 (in millions) | 2027 (in millions) | 2028 (in millions) | 2029 (in millions) | Thereafter (in millions) | Total (in millions) | | :------------------------------------ | :--------------- | :--- | :--- | :--- | :--- | :--------- | :---- | | Debt (principal & interest) | $10.1 million | $20.3 million | $59.6 million | $418.0 million | $— | $— | $508.0 million | | Operating Leases | $7.0 million | $13.0 million | $8.1 million | $4.2 million | $2.7 million | $1.4 million | $36.5 million | | Other commercial commitments | $110.1 million | $0.2 million | $— | $— | $— | $— | $110.3 million | | Total obligations | $127.3 million | $33.5 million | $67.7 million | $422.2 million | $2.7 million | $1.4 million | $654.9 million | - Total contractual obligations and commercial commitments amount to **$654.889 million**, with the largest portion (**$422.236 million**) due in **2028**, primarily related to Senior Notes[187](index=187&type=chunk) - Commercial commitments include **$4.9 million** in letters of credit, **$17.7 million** in raw material purchase commitments through January **2026**, and **$87.7 million** in chassis agreements[189](index=189&type=chunk)[190](index=190&type=chunk)[191](index=191&type=chunk) [Backlog](index=44&type=section&id=Backlog) This section presents the company's 12-month and total backlog, highlighting decreases due to shipments outpacing new orders and softened demand | Backlog Type | June 30, 2025 | December 31, 2024 | Change % (vs Dec 31, 2024) | June 30, 2024 | Change % (vs June 30, 2024) | | :---------------- | :------------ | :---------------- | :------------------------- | :------------ | :-------------------------- | | 12-month backlog | $602 million | $813 million | (26%) | $959 million | (37%) | | Total backlog | $954 million | $1,169 million | (18%) | $1,301 million | (27%) | - Both **12-month** and total backlog decreased significantly from December **31**, **2024**, and June **30**, **2024**, primarily due to shipments outpacing new orders and softened demand in the **2025** markets[192](index=192&type=chunk) [Outlook](index=45&type=section&id=Outlook) This section provides industry forecasts for trailer production and outlines Wabash's strategies to adapt to market changes and mitigate risks - ACT Research and FTR Associations forecast a significant decrease in **2025** United States trailer production (**23.2%** and **19.6%** respectively) compared to **2024**, reflecting overall economic uncertainty and softening demand[194](index=194&type=chunk) - Long-term forecasts for **2026-2030** show a return to historical trailer industry production levels, with ACT forecasting **213,000** to **307,000** units annually[195](index=195&type=chunk) - Wabash is positioned to adapt to industry changes through its strong balance sheet, liquidity, diversification, and strategic focus on innovation, cost management, and hedging activities to mitigate raw material price risks[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) [Critical Accounting Policies and Estimates](index=45&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section confirms no material changes to the company's critical accounting policies and estimates since the prior annual report - There have been no material changes to the Company's Critical Accounting Policies and Estimates since the Annual Report on Form **10-K** for the year ended December **31**, **2024**[198](index=198&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section details Wabash National Corporation's exposure to financial and market risks, including commodity prices, interest rates, and foreign exchange [Commodity Prices](index=46&type=section&id=Commodity%20Prices) This section discusses the company's exposure to commodity price fluctuations and its strategies for managing this risk - Wabash is exposed to commodity price fluctuations (e.g., aluminum, steel, nickel) and manages this risk through fixed-price contracts with suppliers and financial derivatives. As of June **30**, **2025**, raw material purchase commitments totaled **$17.7 million** through January **2026**[200](index=200&type=chunk) - A hypothetical **10%** change in commodity prices would result in an approximate **$1.8 million** change in cost of goods sold, based on current commitments[200](index=200&type=chunk) [Interest Rates](index=46&type=section&id=Interest%20Rates) This section details the company's exposure to floating interest rates on its Revolving Credit Agreement and potential impact - As of June **30**, **2025**, Wabash had **$40.0 million** in floating rate debt under its Revolving Credit Agreement. A hypothetical **100** basis-point change in the floating interest rate would result in a **$0.4 million** change in interest expense over a one-year period[201](index=201&type=chunk) [Foreign Exchange Rates](index=46&type=section&id=Foreign%20Exchange%20Rates) This section addresses the company's exposure to Mexican peso exchange rate fluctuations and confirms an immaterial impact - Wabash is subject to Mexican peso exchange rate fluctuations, but a **10%** change would have an immaterial impact on results of operations. The company does not use derivative financial instruments for speculative purposes[202](index=202&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of Wabash National Corporation's disclosure controls and procedures and reports no material changes [Disclosure Controls and Procedures](index=46&type=section&id=Disclosure%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as of June 30, 2025 - The Company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective as of June **30**, **2025**[203](index=203&type=chunk) [Changes in Internal Controls over Financial Reporting](index=46&type=section&id=Changes%20in%20Internal%20Controls%20over%20Financial%20Reporting) This section reports no material changes in the company's internal control over financial reporting during Q2 2025 - There were no changes in the Company's internal control over financial reporting during the second quarter of fiscal year **2025** that materially affected or are reasonably likely to materially affect internal control over financial reporting[204](index=204&type=chunk) [PART II – OTHER INFORMATION](index=45&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section provides additional information, including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to detailed disclosures on legal proceedings, including the Product Liability Matter, provided in Note 14 and the Annual Report - Legal proceedings are detailed in Note **14**, 'Commitments and Contingencies,' of the unaudited condensed consolidated financial statements and in Item **3** of Part **I** of the Annual Report on Form **10-K** for the year ended December **31**, **2024**[205](index=205&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) This section highlights key risks that could materially and adversely affect Wabash National Corporation's business, financial condition, and operations - The unfavorable jury verdict in the Product Liability Matter, with an Adjusted Award of **$11.5 million** compensatory and **$108 million** punitive damages, poses a material adverse effect risk if not further reduced on appeal[207](index=207&type=chunk)[208](index=208&type=chunk) - Other significant risks include the cyclical nature of the business, economic conditions, customer relationships, reliance on suppliers, raw material price increases, ability to attract and retain workforce, and compliance with governmental regulations[126](index=126&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's share repurchase activities under its Board-approved program for the quarter ended June 30, 2025 [Purchases of Our Equity Securities](index=47&type=section&id=Purchases%20of%20Our%20Equity%20Securities) This section details the number of shares repurchased, average price, and remaining authorization under the share repurchase program | Period | Total Number of Shares Purchased | Average Price Paid per Share | Maximum Amount That May Yet Be Purchased (in millions) | | :----------------- | :------------------------------- | :--------------------------- | :--------------------------------------------------- | | April 1 - 30, 2025 | 371,695 | $9.87 | $106.8 | | May 1 - 31, 2025 | 415,683 | $8.84 | $103.1 | | June 1 - 30, 2025 | 299,304 | $9.98 | $100.0 | | Total (Q2 2025) | 1,086,682 | $9.51 | $100.0 | - For the quarter ended June **30**, **2025**, Wabash repurchased **1,085,489** shares under its repurchase program and an additional **1,193** shares for employee tax withholding obligations[209](index=209&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) This section confirms no directors or executive officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements in Q2 2025 - No directors or executive officers adopted or terminated any Rule **10b5-1** or non-Rule **10b5-1** trading arrangements during the second quarter of **2025**[210](index=210&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications, the Omnibus Incentive Plan, and XBRL financial data - Exhibits include the **2025** Omnibus Incentive Plan, certifications of principal executive and financial officers, and financial statements formatted in iXBRL[211](index=211&type=chunk) [Signatures](index=48&type=section&id=Signatures) This section contains the required signatures for the Form 10-Q filing, confirming its submission by authorized personnel - The report is signed by Patrick Keslin, Senior Vice President and Chief Financial Officer, on July **25**, **2025**[212](index=212&type=chunk)