Financial Analysis

BUSINESS COMBINATIONS Trailerhawk.AI, LLC The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations (ASC 805) . The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair values at the acquisition date. The guidance further provides that: (1) acquisition costs will generally be expensed as incurred, (2) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (3) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill. On February 3, 2025, the Company acquired substantially all of the assets and certain of the liabilities of TrailerHawk.ai, LLC, a Delaware limited liability company (Trailerhawk), from Loadsmith Holding Corporation for an initial purchase price of $2.5 million less an allowance of $0.8 million for 2025 development activities, plus the release of $3.0 million and accrued interest of $0.1 million on convertible promissory notes, and contingent consideration related to the earnout liability as described below. Trailerhawk is an innovation leader leveraging artificial intelligence and telematics to cre …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

"COMMITMENTS AND CONTINGENCIES a. Litigation As of December 31, 2025, the Company was named as a defendant or was otherwise involved in numerous legal proceedings and governmental examinations, including class action lawsuits, in connection with the conduct of its business activities, in various jurisdictions, both in the United States and internationally. Accruals for losses have been recorded in accordance with GAAP. Based on the information currently available, management does not believe that existing proceedings and investigations will have a material impact on our consolidated financial condition or liquidity if determined in a manner adverse to the Company except as otherwise described below. However, such matters are unpredictable, and we could incur judgments or enter into settlements for current or future claims that could materially and adversely affect our financial statements. Costs associated with the litigation and settlements of legal matters are reported within General and administrative expenses in the Consolidated Statements of Operations. Legal Matter Estimated Liability The Company has been named as a defendant in California state court in a purported class action lawsuit, alleging wage and hour claims under California-specific employment laws (Pending Class Action). During the fourth quarter of 2025, in accordance with ASC 450, the Company concluded a liability related to the Matters was probable and estimable. As such, an estimated liability of $0.7 mil …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

LONG-TERM DEBT Long-term debt consists of the following (in thousands): December 31, 2025 December 31, 2024 Senior Notes $ 400,000 $ 400,000 Revolving Credit Agreement 45,000 445,000 400,000 Less: unamortized discount and fees (2,148) (2,858) Less: current portion $ 442,852 $ 397,142 Senior Notes On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes (the Senior Notes). The Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among the Company, certain subsidiary guarantors named therein (the Guarantors) and Computershare Trust Company, N.A., as trustee (the Indenture). The Senior Notes bear interest at the rate of 4.50% and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year. The Senior Notes will mature on October 15, 2028. The Company may redeem some or all of the Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 101.125% for the twelve-month period beginning October 15, 2025 and 100.000% beginning on October 15, 2026, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a Change of Control (as defined in the Indenture), unless the Company has exercised its optional redemption right in respect of the Senior Notes, the holders of the Senior Notes will have the right to require the Company to repurchase all or a portion of the Senior Notes at a …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

STOCK-BASED COMPENSATION On May 14, 2025, the shareholders of the Company approved the 2025 Omnibus Incentive Plan (the 2025 Incentive Plan) which authorizes 2,190,570 shares for issuance under the plan. Awards granted under the 2025 Incentive Plan may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, other share-based awards, and cash awards to directors, officers, and other eligible employees of the Company. The Company recognizes all share-based awards to eligible employees based upon their grant date fair value. The Companys policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. In addition, the Companys policy is to estimate expected forfeitures on share-based awards. Total stock-based compensation expense was $11.5 million, $11.3 million, and $11.8 million in the years ended December 31, 2025, 2024 and 2023, respectively, and is included in Cost of sales , General and administrative expenses , and Selling expenses within the Consolidated Statements of Operations. The amount of compensation cost related to non-vested restricted stock not yet recognized was approximately $10.9 million at December 31, 2025, for which the weighted average remaining life was approximately 1.9 years. There were no non-vested stock options at December 31, 2025. Restricted Stock Restricted stock awards vest over a period of one to three years and may be …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

FAIR VALUE MEASUREMENTS The Companys fair value measurements are based upon a three-level valuation hierarchy. These valuation techniques are based upon the transparency of inputs (observable and unobservable) to the valuation of an asset or liability as of the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Companys market assumptions. These two types of inputs create the following fair value hierarchy: Level 1 Valuation is based on quoted prices for identical assets or liabilities in active markets; Level 2 Valuation is based on quoted prices for similar assets or liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for the full term of the financial instrument; and Level 3 Valuation is based upon other unobservable inputs that are significant to the fair value measurement. Recurring Fair Value Measurements The Company maintains a non-qualified deferred compensation plan which is offered to senior management and other key employees. The amount owed to participants is an unfunded and unsecured general obligation of the Company. Participants are offered various investment options with which to invest the amount owed to them, and the plan administrator maintains a record of the liability owed to participants by investment. To minimize the impact of the change in market value of this liability, the Company has elected to purch …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and Related Annual Impairment Assessments As of December 31, 2025, goodwill allocated to the Transportation Solutions (TS) and Parts & Services (P&S) segments was approximately $120.5 million and $70.7 million, respectively. During the fourth quarters of both 2025 and 2024, the Company chose to use a quantitative assessment to determine if it was more likely than not that the fair value of the TS and P&S reporting units were less than their respective carrying amounts. In accordance with the relevant accounting guidance, in order to perform the quantitative assessment, the Company considered many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, and future operating plans. Based on the analysis of the factors and considerations described above, the Company concluded that it was more likely than not that the fair value of each reporting unit continued to be greater than the respective carrying value. Therefore, no impairment charges were recorded. For the years ended December 31, 2025, 2024, and 2023, the changes in the carrying amounts of goodwill were as follows (in thousands): Transportation Solutions Parts & Services Total Balance at December 31, 2023 Goodwill $ 188,743 $ 108,066 $ 296,809 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance at December 31, 2023 120,486 67,923 188,409 Effects of for …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

INCOME TAXES Income (Loss) Before Income Taxes The consolidated income (loss) before income taxes for 2025, 2024, and 2023 consists of the following (in thousands): Years Ended December 31, 2025 2024 2023 Domestic $ 283,533 $ (380,944) $ 291,816 Foreign (370) 4,346 2,869 Total income (loss) before income taxes $ 283,163 $ (376,598) $ 294,685 Income Tax Expense (Benefit) On July 4, 2025, the One Big Beautiful Bill Act (the OBBA) was enacted in the United States, which extended and modified certain provisions of the 2017 Tax Cuts and Jobs Act (the TCJA). The OBBA makes permanent keys elements of the TCJA, including 100 percent bonus depreciation and domestic research cost expensing. The Company continues to evaluate the impact of the OBBAs provisions that take effect in future years. The consolidated income tax expense (benefit) for 2025, 2024, and 2023 consists of the following components (in thousands): Years Ended December 31, 2025 2024 2023 Current Federal $ (15,275) $ 13,449 $ 65,797 State 418 4,112 9,322 Foreign 555 599 1,170 (14,302) 18,160 76,289 Deferred Federal 73,063 (90,460) (14,889) State 12,763 (21,223) 1,430 85,826 (111,683) (13,459) Total consolidated expense (benefit) $ 71,524 $ (93,523) $ 62,830 The following table provides a reconciliation of differences from the U.S. Federal statutory rates as follows (in thousands): Years Ended December 31, 2025 2024 2023 US federal statutory tax $ 59,464 21.0 % $ (79,086) 21.0 % $ 61,884 21.0 % State and local income taxes …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"LEASES Lessee Activities The Company records a right-of-use (""ROU"") asset and lease liability for substantially all leases for which it is a lessee, in accordance with ASC 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for leases on a straight-line basis over the lease term. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration. The Company leases certain industrial spaces, office space, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally one to 5 years. The exercise of lease renewal options is at the Companys sole discretion, and are included in the lease term only to the extent such renewal options are reasonably certain of being exercised upon lease commencement. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. Leased assets obtained in exchange for new operating lease liabilities during the year ended December 31, 2025 and December 31, …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

NEW ACCOUNTING PRONOUNCEMENTS In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and retrospective application is permitted. The Company implemented these required income tax disclosures retrospectively. In November 2024, FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the consolidated financial statements. The effective date of this ASU is for annual periods be …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

REVENUE RECOGNITION The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net sales and the associated costs are included in Cost of sales in the Consolidated Statements of Operations. For shipping and handling costs that take place after the transfer of control, the Company applies the practical expedient and treats it as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company has identified three separate and distinct performance obligations: (1) the sale of a trailer or equipment, (2) the sale of replacement parts, and (3) service work. For trailer, truck body, equipment, and replacement part sales, control is transferred and revenue is recognized from the sale upon shipment to or pick up by the customer in accordance with the contract terms. The Company does not have any material extended payment terms as payment is received shortly after the point of sale. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company does …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

SEGMENTS Segment Reporting The Companys Chief Operating Decision Maker (CODM) is comprised of the Chief Executive Officer and the Board of Directors. Based on how the CODM manages the business, allocates resources, makes operating decisions, and evaluates operating performance, the Company manages its business in two operating and reportable segments: Transportation Solutions and Parts & Services. Additional information related to the composition of each segment is included below. Transportation Solutions (TS): The TS segment comprises the design and manufacturing operations for the Companys transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and the Companys wood flooring production facility. Additionally, the TS segment includes tank trailers and truck-mounted tanks. Finally, truck-mounted dry and refrigerated bodies, as well as service and stake bodies, are also in the TS segment. Parts & Services (P&S): The P&S segment comprises the Companys Parts and Services business, as well as the Upfitting Solutions and Services business (a component of our Truck Bodies business). Additionally, the Companys Composites business, which focuses on the use of DuraPlate composite panels beyond the semi-trailer market, is also part of the P&S segment. This segment also includes the Wabash Parts LLC entity, which we created with our partner as further described in Note 7. Our Linq Venture Holdings LLC and Tra …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation. The consolidated financial statements reflect the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany profits, transactions, and balances have been eliminated in consolidation. Use of Estimates. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that directly affect the amounts reported in its consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Cash and Cash Equivalents. Cash and cash equivalents include all highly liquid investments with a maturity of three months or less at the time of purchase. Accounts Receivable. Accounts receivable are shown net of expected losses and primarily include trade receivables. The Company records expected losses for customers based upon a variety of factors including the Companys historical collection experience, the length of time the account has been outstanding, and the financial condition of the customer. If the circumstances related to specific customers were to change, the Companys estimates of expected losses with respect to the collectability of the related accounts could be further adjusted. The Companys policy is to write-off receivables when they are determined to be uncollectible. Expected losses are charged to General and administrative …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

STOCKHOLDERS EQUITY Share Repurchase Program On February 15, 2024, the Company announced that the Board of Directors approved the repurchase of an additional $150 million in shares of common stock over a three-year period. This authorization was an increase to the previous $150 million repurchase program approved in August 2021 and the previous $100 million repurchase programs approved in November 2018, February 2017, and February 2016. The repurchase program is set to expire in February 2027. Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts determined by the Company. As of December 31, 2025, $93.2 million remained available under the program. Common and Preferred Stock The Board of Directors has the authority to issue common and unclassed preferred stock of up to 200 million shares and 25 million shares, respectively, with par value of $0.01 per share, as well as to fix dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions. Accumulated Other Comprehensive Income (Loss) (AOCI) Changes in AOCI by component, net of tax, for the years ended December 31, 2025, 2024, and 2023 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2022 $ (1,791) $ 909 $ (882) Net unrealized gains (losses) arising during the period (a) 975 (3,063) (2,088) Less: Net realized gains (losses) recla …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

SUBSEQUENT EVENTS On January 1, 2026, the Company completed its acquisition of 51% of the interest in Linq Venture Holdings LLC (Linq), increasing its interest from 49% to 100%, and providing the Company control over Linq Venture Holdings LLC. On, and as of, January 1, 2026, Linq became, and is, a wholly-owned subsidiary of the Company and Linq will have its financial position and results consolidated with those of the Company. Purchase accounting for this business combination was incomplete at the time of filing as asset appraisals could not be completed before the filing date. The Company previously accounted for its 49% interest in Linq Venture Holdings LLC as an equity method investment. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

BUSINESS COMBINATIONS Linq Venture Holdings LLC The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations (ASC 805) . The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair values at the acquisition date. The guidance further provides that: (1) acquisition costs will generally be expensed as incurred, (2) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (3) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill. On January 1, 2026, the Company executed a call option and acquired the remaining 51% equity interest in Linq Venture Holdings LLC (Linq) for cash consideration of $6.4 million and $18.6 million of a preexisting note receivable that was forgiven, where the value was determined using current market transactions for similar items. The acquisition was achieved in stages with the fair value of the call option at $(0.1) million and the previously held 49% equity interest was remeasured to $6.1 million. This resulted in a $6.0 million reduction to General and administrative expenses in the Condensed …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

"COMMITMENTS AND CONTINGENCIES Litigation As of June 30, 2026, the Company was named as a defendant or was otherwise involved in numerous legal proceedings and governmental examinations, including class action lawsuits, in connection with the conduct of its business activities, in various jurisdictions, both in the United States and internationally. Accrual for losses have been recorded in accordance with GAAP. Based on the information currently available, management does not believe that existing proceedings and investigations will have a material impact on our consolidated financial condition or liquidity if determined in a manner adverse to the Company except as otherwise described below. However, such matters are unpredictable, and we could incur judgments or enter into settlements for current or future claims that could materially and adversely affect our financial statements. Costs associated with the litigation and settlements of legal matters are reported within General and administrative expenses in the Condensed Consolidated Statements of Operations. Guarantees and Indemnifications On February 26, 2026, the Company completed a sale transaction for dry van trailers with McKinney Vehicle Services, Inc. As part of the transaction, FreightVana Logistics, Inc. (""FreightVana""), will lease the equipment back from McKinney Vehicle Services, Inc. for six years, supported by a 24-month limited guaranty from the Company. The $6.7 million proceeds reflected the standalone fai …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

DEBT Long-term debt consists of the following (in thousands): June 30, 2026 December 31, 2025 Senior Notes $ 400,000 $ 400,000 Revolving Credit Agreement 115,000 45,000 515,000 445,000 Less: unamortized discount and fees (1,780) (2,148) Less: current portion $ 513,220 $ 442,852 Senior Notes On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes (the Senior Notes). The Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among the Company, certain subsidiary guarantors named therein (the Guarantors) and Computershare Trust Company, N.A., as trustee (the Indenture). The Senior Notes bear interest at the rate of 4.50% and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year. The Senior Notes will mature on October 15, 2028. The Company may redeem some or all of the Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 101.125% for the twelve-month period beginning October 15, 2025 and 100.000% beginning on October 15, 2026, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a Change of Control (as defined in the Indenture), unless the Company has exercised its optional redemption right in respect of the Senior Notes, the holders of the Senior Notes will have the right to require the Company to repurchase all or a portion of the Senior Notes at a price …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

STOCK-BASED COMPENSATION The Company recognizes all share-based payments based upon their grant date fair value. The Company grants restricted stock units subject to specific service, performance, and/or market conditions. The Companys policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. In addition, the Companys policy is to estimate expected forfeitures on share-based awards. The fair value of service and performance-based units is based on the market price of a share of underlying common stock at the date of grant. The fair values of the awards that contain market conditions are estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based upon historical volatility, risk-free rates of return, and correlation matrix. The amount of compensation costs related to restricted stock units and performance units not yet recognized, excluding estimated forfeitures, was $15.6 million at June 30, 2026, for which the expense will be recognized through 2029. …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

FAIR VALUE MEASUREMENTS The Companys fair value measurements are based upon a three level valuation hierarchy. These valuation techniques are based upon the transparency of inputs (observable and unobservable) to the valuation of an asset or liability as of the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Companys market assumptions. These two types of inputs create the following fair value hierarchy: Level 1 Valuation is based on quoted prices for identical assets or liabilities in active markets; Level 2 Valuation is based on quoted prices for similar assets or liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for the full term of the financial instrument; and Level 3 Valuation is based upon other unobservable inputs that are significant to the fair value measurement. Recurring Fair Value Measurements The fair value of the Companys derivatives is estimated with a market approach using third-party pricing services, which have been corroborated with data from active markets or broker quotes, and are classified as Level 2. The investments purchased by the Company include mutual funds, which are classified as Level 1. Additionally, the Company holds a pool of investments made by a wholly owned captive insurance subsidiary. These investments are comprised of mutual funds, which are classified as Level 1. Fair value measur …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

GOODWILL & OTHER INTANGIBLE ASSETS As further described in Note 19, the Company has established two operating and reportable segments: Transportation Solutions (TS) and Parts & Services (P&S). These operating and reportable segments have also been determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. As of June 30, 2026, goodwill allocated to the TS and P&S segments was approximately $120.5 million and $92.8 million, respectively. The changes in the carrying amounts of goodwill from December 31, 2024 through the six month period ended June 30, 2026 were as follows (in thousands): Transportation Solutions Parts & Services Total Balance at December 31, 2024 Goodwill $ 188,763 $ 108,078 $ 296,841 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2024 120,506 67,935 188,441 Acquisition of Trailerhawk AI, LLC 2,801 2,801 Effects of foreign currency (8) (12) (20) Balance at December 31, 2025 Goodwill 188,755 110,867 299,622 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2025 120,498 70,724 191,222 Acquisition of Linq Venture Holdings, LLC 22,116 22,116 Effects of foreign currency (5) 6 1 Balance at March 31, 2026 Goodwill 188,750 132,989 321,739 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of March 31, 2026 120,493 92,846 213,339 Effects of foreign currency (3) (3) (6) Balance at June 30, 2026 Goodwill 188,747 …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

INCOME TAXES For the three months ended June 30, 2026, the Company recognized income tax benefit of $8.9 million compared to income tax benefit of $2.7 million for the same period in the prior year. The effective tax rates for the three and six month periods of 2026 were 28.1% and 24.4%, respectively. For the same periods in 2025, the effective tax rates were 21.9% and 25.4%, respectively. The effective tax rates for both 2026 and 2025 differ from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes. On July 4, 2025, The One Big Beautiful Bill Act was signed into legislation and includes numerous tax incentives and provisions. The Company continues to evaluate the impact of the new legislation but does not expect a material impact on the consolidated financial statements.

IncomeTaxDisclosureTextBlock

LEASES Lessee Activities The Company records a right-of-use (ROU) asset and lease liability for substantially all leases for which it is a lessee, in accordance with Accounting Standards Codification (ASC) 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration. The Company leases certain industrial spaces, office spaces, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally 1 year to 5 years. The exercise of lease renewal options is at the Companys sole discretion, and are included in the lease term only to the extent such renewal options are reasonably certain of being exercised at lease commencement. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. During the six months ended June 30, 2026, leased assets obtained in exchange for new op …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the consolidated financial statements. The effective date of this ASU is for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the effect this guidance will have on the condensed consolidated financial statements. In September 2025, the FASB issued ASU No. 2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 modernizes the accounting for internal-use software costs by eliminating the current development-stage model and requiring capitalization when management authorizes and commits to funding a software project and it is probable the project will be completed and the software will be used as intended. The standard also expands disclosure requirements related to capitalized internal-use software costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosu …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

REVENUE RECOGNITION The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net sales, and the associated costs are included in Cost of sales in the Condensed Consolidated Statements of Operations. For shipping and handling costs that occur after the transfer of control, the Company applies the practical expedient and treats such costs as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company has identified three separate and distinct performance obligations: (1) the sale of a trailer or equipment, (2) the sale of replacement parts, and (3) service work. For trailer, truck body, equipment, and replacement part sales, control is transferred and revenue is recognized from the sale upon shipment to or pick up by the customer in accordance with the contract terms. The Company does not have any material extended payment terms as payment is received shortly after the point of sale. Accounts receivable are recorded when the right to consideration becomes unconditional. The …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

SEGMENTS a. Segment Reporting The Companys Chief Operating Decision Maker (CODM) is comprised of the Chief Executive Officer and the Board of Directors. Based on how the CODM manages the business, allocates resources, makes operating decisions, and evaluates operating performance, the Company manages its business in two operating and reportable segments: Transportation Solutions and Parts & Services. Additional information related to the composition of each segment is included below. Transportation Solutions (TS): The TS segment comprises the design and manufacturing operations for the Companys transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and the Companys wood flooring production facility. Additionally, the TS segment includes tank trailers and truck-mounted tanks. Finally, truck-mounted dry and refrigerated bodies, as well as service and stake bodies, are also in the TS segment. Parts & Services (P&S): The P&S segment comprises the Companys Parts and Services business, as well as the Upfitting Solutions and Services business (a component of our Truck Bodies business). Additionally, the Companys Composites business, which focuses on the use of DuraPlate composite panels beyond the semi-trailer market, is also part of the P&S segment. This segment also includes the Wabash Parts LLC entity, which we created with our partner as further described in Note 6. The Companys Linq Venture Holdings …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

STOCKHOLDERS EQUITY Share Repurchase Program On February 15, 2024, the Company announced that the Board of Directors approved the repurchase of an additional $150 million in shares of common stock over a three year period. This authorization was an increase to the previous $150 million repurchase program approved in August 2021 and the previous $100 million repurchase programs approved in November 2018, February 2017, and February 2016. The repurchase program is set to expire in February 2027. Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts determined by the Company. As of June 30, 2026, $93.2 million remained available under the program. Common and Preferred Stock The Board of Directors has the authority to issue common and unclassed preferred stock of up to 200 million shares and 25 million shares, respectively, with par value of $0.01 per share, as well as to fix dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions. Accumulated Other Comprehensive Income (Loss) Changes in AOCI by component, net of tax, for the six months ended June 30, 2026 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2025 $ (1,237) $ 839 $ (398) Net unrealized (losses) gains arising during the period (a) (315) 1,757 1,442 Less: Net realized gains reclassified to net loss (b) 789 789 Net c …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

SUBSEQUENT EVENTS On July 20, 2026, the Company completed a private unregistered offering (the Offering) of $130.0 million in aggregate principal amount of 4.00% Convertible Senior Notes due 2032 (the Initial Notes). On July 16, 2026, the initial purchasers in the Offering exercised their option to purchase an additional $20.0 million in aggregate principal amount of the Companys 4.00% Convertible Senior Notes due 2032 (together with the Initial Notes, the Convertible Notes), bringing the total aggregate principal amount of the Convertible Notes to $150.0 million. The Convertible Notes are guaranteed (the Guarantees) by each of the Companys direct and indirect subsidiaries that guarantee the Companys Senior Notes (the Guarantors). The Convertible Notes and the Guarantees are senior unsecured obligations of the Company and the Guarantors, respectively. The Convertible Notes and the Guarantees were issued pursuant to an Indenture, dated July 20, 2026 (the Indenture), among the Company, the Guarantors and U.S. Bank Trust Company, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the Convertible Notes may be declared immediately due and payable, as well as certain types of bankruptcy or insolvency events of default involving the Company after which the Convertible Notes become automatically due and payable. The Convertible Notes bear interest at a rate of 4.00% per annum, payable semi-annually in arre …

SubsequentEventsTextBlock · excerpt; the full note is in the filing