Wabash National
Annual Report 2023

Plain-text annual report

2023 Annual Report W a b a s h N a t i o n a l C o r p o r a t i o n 2 0 2 3 A n n u a l R e p o r t Wabash National Corporation 3900 McCarty Ln Lafayette, IN 47905 Changing How the World Reaches You ® L e t t e r t o S t o c k h o d e r s l Dear Fellow Stockholders, Letter from the President and Chief Executive Officer I am delighted to share with you the remarkable achievements and milestones that defined Wabash’s journey throughout 2023. It was a year marked not only by unprecedented financial success but also by significant strides in our strategic initiatives, setting the stage for a future fueled by innovation and growth. During 2023, we achieved many new financial records, capped by earnings of $4.81 per share. Last year’s earnings per share (EPS) surpassed our 2025 goal set in 2022 by an extraordinary 39%. Along with record financial results, we were pleased to receive external recognition again, including Forbes’ award for America’s Most Successful Small-Cap Companies (2023 and 2024), and Newsweek’s awards for America’s Most Responsible Companies (2024) and America’s Greatest Workplaces for Job Starters (2023). Connections, relationships, and networks have been a central theme guiding our trajectory in 2023, and one that will continue to propel us forward. As we have evolved into a more customer-centric organization, we have intensified our efforts to enhance connections with our customers. This shift allowed us to create more touchpoints with customers in 2023, offering enhanced dry van capacity, a focus on parts and services, and innovative offerings such as Trailers as a Service (TaaS)SM. These initiatives deepen our engagement while creating value for our customers. In addition to strengthening customer relationships, we have deepened collaborations with our supplier and technology partners. By understanding both our customers’ challenges and opportunities, we can share valuable insights with our strategic suppliers, contributing to enhanced supply base performance. Emphasizing our commitment to tech-enabled innovation, we are advancing our digital capabilities, revolutionizing the online experience for our ecosystem across the transportation and logistics landscape. At the core of our success is our commitment to employees. Recognizing that strong engagement is integral to superior financial performance, we focus on cultivating a work environment that prioritizes respect, empowerment and innovative thinking. We are dedicated to fostering an atmosphere where every individual feels valued, respected and part of something bigger. Looking ahead, we are confident in our strategic positioning as a visionary leader within the transportation, logistics and distribution ecosystem. Our expanding ecosystem, driven by our tech-enabled initiatives, will continue to scale, creating enhanced value for all stakeholders. As we reflect on the accomplishments of 2023, I express my gratitude to our dedicated team; the strategic oversight of our board of directors; the trust and support of our customers, dealers and suppliers; and the confidence of our stockholders. Together, we are shaping the future of Wabash as a tech-enabled industrial company, ready to embrace the opportunities that lie ahead. With appreciation, Brent L. Yeagy President and Chief Executive Officer [THIS PAGE INTENTIONALLY LEFT BLANK] WABASH NATIONAL CORPORATION 3900 McCarty Lane Lafayette, Indiana 47905 Notice of Annual Meeting of Stockholders When: Wednesday, May 22, 2024, at 10:00 a.m. Eastern time Items of Business: 4 proposals as listed below Date of Mailing: The date of mailing of this Proxy Statement or Notice of Internet Availability is on or about April 9, 2024. Who Can Vote: Stockholders of each share of common stock at the close of business on March 25, 2024. Attending the Meeting: The 2024 Annual Meeting of Stockholders will be held in a virtual meeting (via live audio webcast) format only. You will not be able to attend the 2024 Annual Meeting of Stockholders physically. You or your proxyholder may participate, vote, and examine our stockholder list at the 2024 Annual Meeting of Stockholders by visiting www.virtualshareholder meeting.com/WNC2024 and using your control number found on your proxy card. Items of Business: 1. To elect nine members of the Board of Directors from the nominees named in the accompanying proxy statement; 2. To approve, on an advisory basis, the compensation of our named executive officers; 3. To ratify the appointment of Ernst & Young LLP as Wabash National Corporation’s independent registered public accounting firm for the year ending December 31, 2024; 4. To approve the proposed amendment to our Certificate of Incorporation, as amended, to provide exculpation from personal liability for certain officers as permitted by Delaware law; and To consider any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof. Management is currently not aware of any other business to come before the Annual Meeting. Each outstanding share of Wabash National Corporation (NYSE: WNC) Common Stock entitles the holder of record at the close of business on March 25, 2024 to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. Shares of our Common Stock can be voted at the Annual Meeting only if the holder is present by virtual presence online or by valid proxy. Management cordially invites you to attend the Annual Meeting by virtual presence online. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON MAY 22, 2024: The Proxy Statement, Annual Report and the means to vote by internet are available at http://www.proxyvote.com. By Order of the Board of Directors, M. Kristin Glazner Senior Vice President, Chief Administrative Officer, Corporate Secretary April 9, 2024 Whether or not you expect to attend by virtual presence online, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares by signing, dating and returning the proxy card mailed with your notice, or by voting via the internet or by telephone, will save us the expense and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed with your proxy card. Submitting your proxy now will not prevent you from voting your shares at the meeting by virtual presence online if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today. [THIS PAGE INTENTIONALLY LEFT BLANK] 2024 Annual Meeting of Stockholders on May 22, 2024 Proxy Statement Table of Contents Proxy Statement Summary . . . . . . . . . . . . . . . . . . . . . 1 Information About the Annual Meeting, Proxy Materials and Voting . . . . . . . . . . . . . . . . . . . . . . . . . . Proposal 1 – Election of Directors . . . . . . . . . . . . . . . Information on Directors Standing for Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . Governance Guidelines & Code of Business Conduct & Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . Board Structure and its Role in Risk Oversight . . Director Independence . . . . . . . . . . . . . . . . . . . Independent Chairperson . . . . . . . . . . . . . . . . . Director Refreshment . . . . . . . . . . . . . . . . . . . . Director Attendance . . . . . . . . . . . . . . . . . . . . . Board’s Role in Risk Oversight . . . . . . . . . . . . . Committees of the Board . . . . . . . . . . . . . . . . . . . . Nominating, Corporate Governance and Sustainability Committee . . . . . . . . . . . . . . . . . Compensation Committee . . . . . . . . . . . . . . . . Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . Finance Committee . . . . . . . . . . . . . . . . . . . . . . Related Persons Transactions Policy . . . . . . . . . . . Nomination of Director Candidates . . . . . . . . . . . . Qualifications of Director Candidates . . . . . . . Director Nomination Process . . . . . . . . . . . . . . Director Compensation . . . . . . . . . . . . . . . . . . . . . . Compensation Discussion and Analysis . . . . . . . . . Compensation Highlights . . . . . . . . . . . . . . . . . . . . Compensation Best Practices . . . . . . . . . . . . . Summary of Compensation Elements . . . . . . Our 2023 Say-on-Pay Vote . . . . . . . . . . . . . . . . Compensation Objectives and Philosophy . . . . . Compensation Methodology and Process . . . . . . The Role of Independent Compensation Consultant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Peer Group Analysis and Market Compensation Data . . . . . . . . . . . . . . . . . . . . . . Compensation Program Elements . . . . . . . . . . . . . Base Salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management Incentive Plan . . . . . . . . . . . . . . . Long-Term Incentive Plan . . . . . . . . . . . . . . . . . Retirement and Deferred Compensation Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Severance and Change in Control Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Stock Ownership Guidelines . . . . . . . . Insider Trading Policy and Anti-Hedging Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 19 19 28 28 28 28 28 29 29 30 31 31 32 32 33 34 34 34 35 36 39 39 39 40 40 41 42 42 43 44 44 44 46 50 51 52 52 Compensation Recovery Policy . . . . . . . . . . . . . . . Compensation Risk Assessment . . . . . . . . . . . . . . Compensation Committee Report . . . . . . . . . . . . . . . Executive Compensation Tables . . . . . . . . . . . . . . . . Summary Compensation Table for the Year Ended December 31, 2023 . . . . . . . . . . . . . . . . . . . Grants of Plan-Based Awards for the Year Ended December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding Equity Awards as of December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Option Exercises and Stock Vested During 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Qualified Deferred Compensation . . . . . . . . Potential Payments on Termination or . . . . . . . . . . . . . . . . . . . . . . . . . . Change in Control Potential Payments on Termination or Change in Control – Payment and Benefit Estimates . . . . . . Pay Ratio Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . Pay Versus Performance Disclosure . . . . . . . . . . . Equity Compensation Plan Information . . . . . . . . . . Proposal 2 – Advisory Vote on the Compensation of Our Named Executive Officers . . . . . . . . . . . . . . . Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Principal Accounting Fees and Services . . . . . . . . Pre-Approval Policy for Audit and Non-Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Audit Committee Report . . . . . . . . . . . . . . . . . . . . . Proposal 4 – Approval of the Proposed Amendment to the Certificate of Incorporation, as Amended, to Provide Exculpation from Personal Liability to Certain Officers as Permitted by Delaware Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Beneficial Ownership Information . . . . . . . . . . . . . . Beneficial Ownership of Common Stock . . . . . . . Delinquent Section 16(a) Reports . . . . . . . . . . . . . General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . Availability of Certain Documents . . . . . . . . . . . . . Communications with the Board of Directors . . . Stockholder Proposals and Nominations . . . . . . . Householding of Proxy Materials . . . . . . . . . . . . . . 53 53 54 55 55 57 58 60 60 61 64 65 67 71 72 74 74 74 75 75 76 78 78 79 80 80 80 80 81 Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 WABASH NATIONAL CORPORATION 2024 Proxy Statement i [THIS PAGE INTENTIONALLY LEFT BLANK] WABASH NATIONAL CORPORATION 3900 McCarty Lane Lafayette, Indiana 47905 Proxy Statement Summary To assist you in reviewing the proposals that may be acted upon at our 2024 Annual Meeting, the summary below highlights certain information that is contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement. Annual Meeting of Stockholders Date and Time: 10:00 a.m. Eastern time on Wednesday, May 22, 2024 Virtual Meeting Site: www.virtualshareholdermeeting.com/WNC2024 Record Date: March 25, 2024 Voting: Stockholders as of the record date are entitled to vote. Each share of Common Stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on. Company Overview Wabash National Corporation, which we refer to herein as “Wabash,” the “Company,” “us,” “we,” or “our,” is Changing How the World Reaches You®. Wabash was founded in 1985 and incorporated as a corporation in Delaware in 1991, with its principal executive offices in Lafayette, Indiana, as a dry van trailer manufacturer. Today we are the visionary leader of connected solutions for the transportation, logistics, and distribution industries. To that end, we design and manufacture a diverse range of products, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, transportation, logistics, and distribution industry parts and services, and specialty food grade processing equipment. We have achieved this diversification through acquisitions, organic growth, and product innovation. We believe our position as a leader in our key industries is the result of longstanding relationships with our core customers, our demonstrated ability to attract new customers, our broad and innovative product lines, our engineering leadership, and our extensive distribution and service network. More importantly, we believe our leadership position is indicative of the Values and Leadership Principles that guide our actions. At Wabash, it’s our focus on people, purpose, and performance that drives us to do better. Our Purpose is to change how the world reaches you; our Vision is to be the innovation leader of connected solutions for the transportation, logistics, and distribution industries; and our Mission is to enable our customers to succeed with breakthrough ideas and solutions that help them move everything from first to final mile. Our Values are the qualities that govern our critical leadership behaviors and accelerate our progress. • Be Curious: We will make bold choices and encourage creativity, collaboration and risk-taking to turn breakthrough ideas into reality. • Have a Growth Mindset: We will be resilient and capable of the change required to succeed in a world that does not stand still. • Create Remarkable Teams: We will create a workplace culture that allows individuals to be their best in order to retain and attract talent from diverse industries, geographies and backgrounds. WABASH NATIONAL CORPORATION 2024 Proxy Statement 1 Proxy Statement Summary Our Leadership Principles are the behaviors that provide definition to our actions and bring our values to life. • Embrace Diversity and Inclusion: We solicit and respect the input of others, celebrate our differences and strive for transparency and inclusiveness. • Seek to Listen: We listen to our customers, partners, and each other to reach the best solutions and make the strongest decisions. • Always Learn: To model a growth mindset, we continue learning through every stage of our careers. We do not quit and we are not satisfied with the status quo. • Be Authentic: Employees who thrive at Wabash are honest, have incredible energy and demonstrate grit in everything they do. • Win Together: We collaborate, seek alignment and excel at cross-group communication to succeed as one team and One Wabash. Corporate Responsibility and Governance Highlights At Wabash, it’s our focus on people, purpose and performance that drives us to do better so we can continue Changing How the World Reaches You®. We believe that our leadership principles, as set forth above, create a workplace culture in which our colleagues can share their talents and perspectives and are empowered to make a difference for our customers, for each other, for our communities and for our environment. Wabash is committed to growing its business in a sustainable and socially responsible manner. We support the passions and interests of our employees and empower them to be a positive influence in the world. We are proud to provide many opportunities to be good neighbors by volunteering time and talent to support the causes that matter most to our employees. We publicly disclosed substantial information about our business in our Corporate Responsibility Report, available on the Governance/Corporate Responsibility page of the Investor Relations section of our website at ir.onewabash.com, which details our commitments, programs and progress on a variety of topics, including our products and supply chain, sustainability and environmental impact, diversity and inclusion, workplace safety, ethics and compliance, risk management and governance. We have mapped our disclosures on environmental, social and governance topics to metrics outlined by the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosures (TCFD) in our SASB and TCFD Indices, included in our Corporate Responsibility Report. The Corporate Responsibility Report is not incorporated herein by reference or otherwise. Below are some of the highlights of our focus and commitment: Board Nominee Diversity Executive Team Diversity 44% Diversity Women Ethnically Diverse 22% 22% 44% 20% Diversity Women 20% 20% 2 2024 Proxy Statement WABASH NATIONAL CORPORATION Proxy Statement Summary • Recognizing, valuing, and fully leveraging our different perspectives and backgrounds to achieve our business goals demonstrate our inclusive culture and are part of our Leadership Principles (“Embrace Diversity and Diversity and Inclusion. Wabash Inclusion”). is committed to having a workforce that is diverse and embraces inclusion at all levels, reflecting the diversity of our customers and the varied environments in which we conduct business. Employee Engagement. We define engagement as a deep connection and sense of purpose at work that creates extra energy and commitment. Our goal is to engineer a winning culture that is designed to execute the Company’s strategic plan. • The Nominating, Corporate Governance and Sustainability Committee actively considers diversity in its evaluation of Board composition. • 2 out of 9 of our director nominees are female (22%), including the current chair of the Nominating, Corporate Governance and Sustainability Committee, and 2 others are ethnically diverse (22%). • We desire diversity and inclusion to achieve our targeted business results and fulfill our vision of being the innovation leader of connected solutions for the transportation, logistics and distribution industries. Openness to diversity widens our access to the best talent, and inclusion allows us to engage that talent fully. • We place special focus on preventing pay imbalances. • In 2023, 66% of our total hourly hires were women and/or minorities, and 47% of total salaried hires in 2023 were women and/or minorities. • We work to promote diversity through our supply chain. Before we add any significant vendor to our supply chain, we complete an assessment, including a form that captures information about the vendor’s diversity profile and screens for any potential conflict of interest. • Over the long-term, we seek better outcomes from having a highly engaged and values-aligned workforce, including higher retention, higher productivity, better customer satisfaction, better quality, and better safety. • We provide all employees with the opportunity to share their opinions and feedback on our culture through a voluntary annual employee engagement assessment where all employees are encouraged to participate. • Results are measured and analyzed to enhance the employee experience, promote employee retention, drive positive change, and leverage the overall success of our organization. • Wabash’s charitable giving program combines volunteer work with financial support to make a meaningful, lasting impact on our communities. We actively partner with nonprofit groups and projects to donate time, needed Community Involvement. We materials and financial resources to support the communities where we live succeed as one team and One and work. We place special emphasis on combating food insecurity in our Wabash, including through our communities, as well as supporting children and veterans. devotion to philanthropy, volunteerism, charitable giving and community involvement. • We believe that enriching the lives of those around us is a powerful investment in our future. During 2022, we announced a national partnership to help end food insecurity with Feeding America®, the nation’s largest domestic hunger-relief organization. Through this partnership, Wabash has donated $150,000 annually in support of mobile food pantries and freight subsidies, which are crucial to increasing the distribution of fresh and healthy food in vulnerable communities. This national partnership is an WABASH NATIONAL CORPORATION 2024 Proxy Statement 3 Proxy Statement Summary expansion of the work Wabash has done over the past 20 years on a local level with various Feeding America member food banks. • In 2023, we donated more than $755,000 through corporate gifts, local charitable sponsorships and employee donations to nonprofit organizations. Our charitable contributions included gifts to Feeding America, Fisher House, United Way, Cystic Fibrosis Foundation, Junior Achievement, National Alliance on Mental Illness, Gary Sinise Foundation, Boys and Girls Club, Humane Society, Habitat for Humanity, Mental Health America, Wreaths Across America, Special Olympics, YWCA, Boys Scouts of America, and more. In addition to these amazing organizations, we also supported local schools across the country with robotics clubs, weld programs, career development, food bank backpack programs, youth sports, music enrichment programs, and more. In addition to these amazing organizations, we also supported local schools across the country with robotics clubs, weld programs, career development support, food bank backpack programs, youth sports, music enrichment programs, and more. • We also run a Day of Giving Program, which allows all full-time employees the opportunity to volunteer one scheduled workday each calendar year in that employee’s chosen volunteer program. • In 2023, around 10% of the company’s workforce dedicated over 5,000 hours of volunteer work, actively supporting local food banks, homeless shelters, veteran services agencies, environmental conservation programs, local schools’ leadership and career readiness activities, Junior Achievement, Salvation Army, YWCA, local animal shelters, Wreaths Across America, youth athletics, art programs, foster child agencies, programs to support people with disabilities, and more. • We measure and compare our energy management metrics, including greenhouse gas emissions and overall energy use, on a yearly basis. Our current metrics and comparisons are disclosed in our Corporate Environmental Sustainability. We Responsibility Report. are resilient and capable of the change required to succeed in a world that does not stand still, including with respect to environmental sustainability and climate change. • We currently maintain an ISO 14001 registration of the Environmental Management System at four facilities, which include our Lafayette, Indiana; Cadiz, Kentucky; San José Iturbide, Mexico; and Harrison, Arkansas locations. • Other Environmental Stewardship Certification: Federal Clean Industry Certification (2017, San José Iturbide, Guanajuato, Mexico) • Our products are generally designed to be fuel efficient and reduce emissions by reducing weight, improving aerodynamics, and improving thermal efficiency. • In 2019, we introduced our DuraPlate® Cell Core technology, which delivers a 300-pound-lighter weight trailer compared to traditional designs, without compromising durability. • Our innovative and award-winning EcoNex™ Technology is a molded structural composite that improves thermal efficiency of a refrigerated trailer by up to 28% over Wabash’s conventional ArcticLite® refrigerated trailer and is being engineered to be lighter with greater strength and 4 2024 Proxy Statement WABASH NATIONAL CORPORATION Proxy Statement Summary durability. The California Air Resources Board has agreed with data supporting the fact that a refrigerated trailer with EcoNex™ Technology provides greenhouse gas benefits over Wabash’s conventional refrigerated trailer. • We configure and install telematics systems, providing real-time monitoring and analysis of performance and environmental data and allowing drivers to increase performance, reduce maintenance and prolong equipment life. • By sourcing post-consumer resin to manufacture our DuraPlate® panels, we have diverted more than 1 billion plastic bottles from landfills. • All Wabash facilities use energy-efficient lighting. • Our manufacturing operations use pulse welders, which produce the same high-quality result as traditional welders but require only 1/3rd of the energy to run. • With the implementation of a new Environmental, Occupational Health, Safety and Security software platform, we have improved tracking of our recycling and waste reduction efforts. In 2023, Wabash’s recycling program and use of recycled materials saved 5.55 cubic yards of landfill airspace per new unit shipped, 1,357 kilowatt-hours of electricity per new unit shipped, 0.67 mature trees per new unit shipped and 1.32 metric tons of greenhouse gas emissions per new unit shipped. • We help customers extend the useful life of their equipment with remanufacturing and repair services, limiting the amount of raw materials needed to produce new machinery. • We leverage partnerships with government entities and industry associations to develop efficient, effective and practical solutions to problems facing the manufacturing and transportation segments. Affiliations include: • Government and Regulatory Bodies: • California Air Resource Board (CARB) • U.S. Department of Transportation (DOT) • Environmental Protection Agency (EPA) • National Highway Transportation Safety Administration (NHTSA) and NHTSA Advisory Committee on Underride Protection • Transport Canada • Transportation Associations: • American Trucking Associations (ATA) • ATA’s Technology and Maintenance Council (TMC) • Cargo Tank Risk Management Committee (CTRMC) • National Tank Truck Carriers (NTTC) • National Trailer Dealers Association (NTDA) • National Truck Equipment Association (NTEA) • Truck Trailer Manufacturers Association (TTMA) • Manufacturing Associations: • Conexus Indiana WABASH NATIONAL CORPORATION 2024 Proxy Statement 5 Proxy Statement Summary • • Indiana Chamber of Commerce Indiana Manufacturers Association (IMA) • National Association of Manufacturers (NAM) • One of our Company values is Always Learn. We put that into practice by offering our own welding and skills training courses, self-directed learning modules and an executive leadership development program at no cost to Talent Development. To model a employees. growth mindset, we continue learning through every stage of our careers, and we also believe in supporting the next generation of leaders who will continue to change how the world reaches you. • We host a wide variety of learning and development opportunities through our custom-tailored Learning Management System — Wabash U. Our employees have access through an online portal to thousands of self- directed and instructor-led courses on a variety of professional development topics. Our employees also have access to WMS University (“WMS U”), which was developed and accredited by Purdue University’s Dauch Center for the Management of Manufacturing Enterprises and TP3 Institute for smart manufacturing. WMS U teaches participants about our WMS systems and tools in our lean enterprise, the goal of which is to equip our employees with the knowledge to live WMS principles every day. There are over 225 graduates to date from our WMS U programs. • In partnership with Purdue University, we developed curriculum for WMS Facilitator and Coaching training, which was launched during the first quarter of 2022. • Targeted learning and development opportunities are also created through external partnerships, including special development programs for front line leaders (with over 400 trained since the program began in 2022), as well as focused executive development across a variety of topics. • Full-time Wabash employees can pursue various courses, undergraduate and graduate degree programs, or relevant certifications at an accredited college or university without added financial burden by using our Accelerator tuition reimbursement program. • We provide all employees a wide range of professional development experiences, both formal and informal, at all stages in their careers. • Wabash employees and dependents of employees are eligible for a variety of scholarships offered by Wabash and the industry associations to which we belong. • We support the youth in our communities through program funding, training programs, internships, co-ops and our emerging leadership development programs. • We also sponsor youth clubs in our communities, including robotics clubs, STEM programs and the Purdue University’s Women in Engineering Program. • In 2023, we awarded 12 high school graduates with Wabash scholarships totaling $60,000. 6 2024 Proxy Statement WABASH NATIONAL CORPORATION Ethics and Compliance. Employees who thrive at Wabash are honest, have incredible energy, and demonstrate grit in everything they do. We also work to hold our entire supply chain accountable. Awards and Recognition. Our efforts to make bold choices and encourage creativity, collaboration, and risk-taking to turn breakthrough ideas into reality have been recognized throughout the years. Proxy Statement Summary • We maintain a Code of Business Conduct and Ethics that lays the foundation for our ethics and compliance program and defines our overall management approach to human rights, anti-corruption, the environment, governance and social matters. • Our Employee Handbook is founded on and incorporates the values, policies and rules set forth in our Code of Business Conduct and Ethics. All employees and directors are expected to take the values, policies, and rules set forth and apply them to all situations that arise in the course and scope of employment. • We maintain an AlertLine whereby employees are able to report violations of Wabash’s Code of Business Conduct and Ethics. • Our Code of Business Conduct and Ethics also provides key expectations to our suppliers, vendors, dealers and agents to abide by the same ethical and legal standards, including: • Labor and human rights • Restrictions against corruption, bribery and extortion • Health and safety activities • Environmental compliance • We require all facilities to practice equal opportunity employment and have zero tolerance for harassment, racism or bigotry of any kind. Employees, contract workers, visitors and other non-employees are encouraged to immediately report harassment or any ethics or compliance violations committed by anyone. • Our Conflict Minerals Policy is in place to prevent the use of minerals that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo or in neighboring countries. • We ask our suppliers to demonstrate that they source “conflict minerals” from outside the conflict region and/or can certify that conflict minerals sourced from within the conflict region are “conflict free.” • Safety and Environmental Awards: • 2017 Kentucky Governor’s Safety and Health Award (Cadiz, KY) • Truck Trailer Manufacturers Association Plant Safety Awards: • 2022: Fond du Lac, WI and New Lisbon, WI • 2021: Little Falls, MN, and San José Iturbide, Guanajuato, Mexico • 2020: Fond du Lac, WI and San José Iturbide, Guanajuato, Mexico • 2019: New Lisbon, WI • 2018: San José Iturbide, Guanajuato, Mexico • 2016: New Lisbon, WI, and San José Iturbide, Guanajuato, Mexico • 2015: New Lisbon, WI • 2013: San José Iturbide, Guanajuato, Mexico • Product Awards: • SSAB Swedish Steel Prize Finalist (RIG-16 Rear Impact Guard, 2017) • IIHS Toughguard Award (RIG-16 Rear Impact Guard, 2017) • Heavy Duty Trucking Top 20 Products (Cold Chain and Final Mile equipment, 2016) WABASH NATIONAL CORPORATION 2024 Proxy Statement 7 Proxy Statement Summary • Corporate Awards: • Forbes America’s Most Successful Small-Cap Companies (2023, 2024) • FreightWaves FreightTech 100 (2023) • Newsweek’s America’s Greatest Workplaces for Job Starters (2023) • Newsweek’s America’s Most Responsible Companies (2024, 2022) • • Indiana Manufacturer’s Association Innovation Excellence Award (2021) IndustryWeek 50 Best U.S. Manufacturers (2018, 2017, 2016, 2015, 2013, 2006) • INVESTIndiana Equity Conference Top 5 Indiana Public Company (2016) • Supplier Diversity Development Coalition of Greater Lafayette Golden Handshake Award for Diversity and Excellence (2016) • Forbes 100 Most Trustworthy Companies in America (2015) • Indiana Employer Support of the Guard and Reserve Above and Beyond Award (2014) Environmental, Health and Safety exceed all applicable environmental, health, and safety standards, • Reflected in our corporate Environmental, Health and Safety Policy, we maintain high standards for manufacturing safety. We commit to meet or regulations and other requirements. • The Operations Management at each of our facilities is directly responsible for implementing this policy and ensuring full compliance with all environmental, health, and safety laws, internal standards and requirements applicable within their respective organizations. • We commit to manage all of our business activities in a responsible manner with respect for the environment through pollution prevention and with our highest priority being the health and safety of our employees. • The health and wellness of our employees is critical to our success. We provide our employees with access to a variety of innovative, flexible, and convenient health and wellness programs. Such programs are designed to support employees’ physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors. • We continually focus on reducing the severity and frequency of workplace injuries to create a safe environment for our employees. We provide ongoing safety training and development at our production facilities, which are designed to focus on empowering our employees with the knowledge and tools they need to make safe choices and to mitigate risks. Our employees are encouraged to identify safety opportunities and report near- misses through our safety good catch program. • We believe that all injuries and occupational illnesses, as well as environmental incidents, are preventable. In support of this, all employees are expected to perform their work in such a manner as to not jeopardize the environment or the safety and health of themselves and their fellow workers. 8 2024 Proxy Statement WABASH NATIONAL CORPORATION Proxy Statement Summary • The Company utilizes a mixture of leading and lagging indicators to assess the health and safety performance of its operations. For example, a lagging indicator includes the OSHA Total Recordable Incident Rate (“TRIR”). TRIR in 2023 was 4.32, which is one of the Company’s best-ever years for TRIR performance. A leading metric we use is scoring from our Blueprint for Excellence, which assesses a facility’s overall safety program and identifies key areas of improvement. • In 2020, Wabash implemented a software platform to proactively mitigate safety risks by driving business decisions based on actionable insights and advanced analytics. We continue to encourage reporting of near-miss incidents and track near-misses enterprise-wide. • We work to ensure that our products, processes, services, and facilities minimize the generation of waste, pollution and adverse impacts on the environment. • We work on innovations to protect the people who operate our equipment and partner with others to further promote safety by sharing best practices and ideas for implementing higher standards. • We also demonstrate a commitment to highway safety in our products. Our Upper ID/Aux Stoplights enhance collision avoidance by making trailer braking more visible to motorists. Our Rear Underride Guard System surpasses U.S. and Canadian standards and prevents underride in multiple offset impact scenarios. Director Independence • 8 out of 9 director nominees are independent. • 3 fully independent Board committees: Nominating, Corporate Governance and Sustainability Committee, Compensation Committee and Audit Committee. Board Accountability • All directors are elected annually via majority voting standard. Board Leadership Stockholder Engagement • Stockholders may amend our bylaws. • Our Nominating, Corporate Governance and Sustainability Committee is evolving its oversight of ESG, including the areas of energy consumption, climate change, greenhouse gas and other criteria relevant to our business practices. • We review board leadership, committee structure and committee membership annually and conduct an annual assessment of board effectiveness. • We have an independent Chairperson who has a strong role and significant governance duties, including presiding over all executive sessions of independent directors. • We routinely meet with stockholders for conversations focused on a variety of topics, including governance, Company strategy, growth, risk management and sustainability. WABASH NATIONAL CORPORATION 2024 Proxy Statement 9 Proxy Statement Summary Board Evaluation and Effectiveness • Annual Board and Committee self-assessments. • Annual two-way feedback and evaluation sessions with each director. • Annual independent director evaluation of the Chairperson and CEO. Board Risk Oversight • The Board and its Committees exercise robust oversight of the Company’s enterprise risk management system. Board Refreshment and Diversity Director Engagement Succession Planning • During 2022, we added 2 new directors, and we appointed a new independent Chairperson following the 2020 Annual Meeting. • Board members represent diverse perspectives, including 2 female director nominees and 2 ethnically diverse director nominees. • We have a specified director retirement age. • All of our directors attended 75% or more of the aggregate number of meetings of our Board and the Committees on which they served. • We have limits on director/CEO membership on other public company boards. • CEO and leadership succession planning is one of our Board’s most important responsibilities. At least once a year, our Board dedicates itself to examining the succession plans for our complete leadership team and the Board. 10 2024 Proxy Statement WABASH NATIONAL CORPORATION Proxy Statement Summary Our Management Approach Our Wabash Management System (“WMS”) is a set of principles and standardized business processes for the purpose of achieving our strategic objectives. These principles are centered around lean thinking and state that lean application must extend across and throughout our entire enterprise, not only our manufacturing processes. By codifying what makes our Company great, the WMS drives focus on the interconnected processes that are critical for success across our business. WMS is based on forward planning and continuous capability evaluation as we simultaneously drive execution and breakthrough performance. WMS requires everyone to be an active contributor to our enterprise-wide lean efforts and enables growth through innovation and industry leading customer satisfaction and alliances. Our WMS principles underpin an ongoing improvement cycle that includes Strategic Planning and Deployment, Kaizen and Daily Management. It is through this set of standards and thinking that we create a “One Wabash” approach to our employees and customers, add new business capabilities, and enable profitable growth. In partnership with Purdue University, during 2022 we developed a curriculum called “WMS Facilitator and Coaching.” We have hosted WMS University Champion training sessions and have over 225 graduates of the program while continuing to enhance internally. Company-wide, we have frequent WMS communication and engagement enhancement sessions, including lunch & learn trainings. Finally, we have developed a strategic deployment process and planning cycle. Our One Wabash organizational structure enables long-term growth for the Company with an intense focus on value streams, streamlined processes, product innovation, and a consistent, superior experience for all customers who seek our solutions in the transportation, logistics and distribution markets. The value streams leverage the power of our processes to close the cycle of customer needs and customer fulfillment. Voting Matters and Vote Recommendation (page 17) The following table summarizes the proposals to be considered at the Annual Meeting and the Board’s voting recommendation with respect to each proposal. PROPOSALS Election of Directors Advisory Vote on the Compensation of Our Named Executive Officers (“Say-on-Pay”) Ratification of Appointment of Independent Registered Public Accounting Firm Approval of the Proposed Amendment to the Certificate of Incorporation, as Amended, to Provide Exculpation from Personal Liability for Certain Officers as Permitted by Delaware Law FOR FOR FOR BOARD VOTE RECOMMENDATION PAGE FOR EACH NOMINEE 19 72 74 76 WABASH NATIONAL CORPORATION 2024 Proxy Statement 11 Proxy Statement Summary Board Nominees (page 19) The following table provides summary information about each director nominee, as of the Record Date. NAME AGE DIRECTOR SINCE OCCUPATION INDEPENDENT Therese M. Bassett 60 November 2019 Managing Director, NuVentures John G. Boss 64 December 2017 LLC Former President and Chief Executive Officer, Momentive Performance Materials Inc. Trent J. Broberg Larry J. Magee Ann D. Murtlow 42 69 63 February 2013 September 2022 Chief Executive Officer, ACERTUS January 2005 President, Magee Ventures Group Yes Yes Yes Yes Yes OTHER PUBLIC BOARDS No Yes No No Yes Sudhanshu Priyadarshi 47 November 2022 Scott K. Sorensen 62 May 2005 Stuart A. Taylor II 63 August 2019 Brent L. Yeagy 53 October 2016 Former President and Chief Executive Officer, United Way of Central Indiana; Former President and Chief Executive Officer of Indianapolis Power & Light Company Chief Financial Officer and President, International, Keurig Dr Pepper Inc. (KDP) Former President, Thatcher Company, Inc. Chief Executive Officer, The Taylor Group LLC President and Chief Executive Officer, Wabash National Corporation Yes No Yes Yes No No Yes No 12 2024 Proxy Statement WABASH NATIONAL CORPORATION Proxy Statement Summary The table below summarizes key qualifications, skills and attributes most relevant to the decision to nominate the candidates to serve on our Board. A mark indicates a specific area of focus or experience on which the Board relies most. The lack of a mark does not mean the director nominee does not possess that qualification or skill. Each director nominee biography in this proxy statement describes each nominee’s qualifications and relevant experience in more detail. DIRECTORS Independent Diversity Logistics, Transportation and/or First to Final Mile Diverse Manufacturing Risk Management (Including Supply Chain/Commodities Management) Technology and Materials Innovation Legislative/Regulatory Qualified Financial Expert/ Finance/Treasury Accounting, Finance and Capital Markets M&A Technology/Cybersecurity Distribution and Digital Marketplace Competitive Pricing/Sales ESG Strategy Therese M. Bassett John G. (“Jack”) Boss Trent J. Broberg Larry J. Magee Ann D. Murtlow Sudhanshu Priyadarshi Scott K. Sorensen Stuart A. Taylor II Brent L. Yeagy Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Š Named Executive Officer Compensation (Say-on-Pay) (page 72) We are asking stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers. The primary objectives and philosophy of our compensation programs are to (i) drive executive behaviors that maximize long-term stockholder value creation, (ii) attract and retain talented executive officers with the skills necessary to successfully manage and grow our business, and (iii) align the interests of our executive officers with those of our stockholders by rewarding them for strong Company performance. In support of these objectives, in 2023, we: • Delivered a meaningful proportion of NEO compensation in share-based incentives. In 2023, approximately 65% of Mr. Yeagy’s total direct compensation (i.e., base salary, target short-term incentive and target long-term incentive), and on average 49% of the other NEOs’ total direct compensation, was targeted to be delivered in the form of restricted stock units and performance stock units, with a goal of driving sustainable stockholder value and strengthening alignment between NEO and stockholder interests. WABASH NATIONAL CORPORATION 2024 Proxy Statement 13 Proxy Statement Summary • Weighted a significant portion of NEO compensation toward variable and performance-based pay elements. In 2023, approximately 83% of Mr. Yeagy’s total direct compensation, and on average 71% of the other NEOs’ total direct compensation, was targeted to be delivered in variable short-term (annual) or long-term incentive compensation. • Engaged an independent compensation consultant to conduct a market review of our compensation package to ensure it was reasonable and competitive relative to our peers. Independent Registered Public Accounting Firm (page 74) We ask that our stockholders ratify the selection of Ernst & Young LLP as our independent registered public accountants for the year ending December 31, 2024. Approval of the Proposed Amendment to the Certificate of Incorporation, as Amended, to Provide Exculpation from Personal Liability for Certain Officers as Permitted by Delaware Law (page 76) We are asking you to approve an amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to provide for exculpation from personal liability for certain officers of the Company as permitted by recent amendments to Delaware law. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 22, 2024. Our Annual Report and this Proxy Statement are available at www.proxyvote.com. To access our Annual Report and Proxy Statement, enter the control number referenced on your proxy card. 14 2024 Proxy Statement WABASH NATIONAL CORPORATION Information About the Annual Meeting, Proxy Materials and Voting What is the Purpose of the Annual Meeting? At the Annual Meeting, our management will report on our performance during 2023 and respond to questions from our stockholders. In addition, stockholders will act upon the matters outlined in the accompanying Notice of Annual Meeting of Stockholders, which include the following four proposals: Proposal 1 To elect nine members of the Board of Directors. Proposal 2 To hold an advisory vote on the compensation of our named executive officers. Proposal 3 To ratify the appointment of Ernst & Young LLP as Wabash National Corporation’s independent registered public accounting firm for the year ending December 31, 2024. Proposal 4 To approve the proposed amendment to our Certificate of Incorporation, as amended, to provide exculpation from personal liability for certain officers as permitted by Delaware law. Stockholders will also consider any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof. Management is currently not aware of any other business to come before the Annual Meeting. Stockholders may act on the proposals by voting a proxy or voting by virtual presence online at the Annual Meeting. What is the purpose of the proxy materials? We are providing these proxy materials in connection with the solicitation by the Company of proxies to be voted at the Annual Meeting and at any adjournments or postponements thereof. The proxy materials (including the Notice of Annual Meeting, this Proxy Statement, and our Annual Report on Form 10-K) include information that we are required to provide to you under the rules of the Securities and Exchange Commission (the “SEC”) and are designed to assist you in voting on the matters presented at the Annual Meeting. We first mailed the proxy materials to stockholders on or about April 9, 2024. What is a proxy? A proxy is your legal designation of another person to vote on your behalf. By voting your proxy, you are giving the persons named on the proxy card the authority to vote your shares in the manner you indicate on your proxy card. Who is Entitled to Vote? Only stockholders of record at the close of business on March 25, 2024 (the “Record Date”) are entitled to receive notice of the Annual Meeting and to vote the shares of common stock of the Company (the “Common Stock”) that they held on the Record Date at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. As of the Record Date, we had 45,163,926 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock entitles its holder to cast one vote on each matter to be voted upon. What is the difference between a stockholder of record and a beneficial owner? If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are a “stockholder of record.” If your shares are held in a stock brokerage account or by a bank or other custodian or nominee, you are considered the beneficial owner of shares held in “street name.” As a beneficial owner, you have the right to direct your broker, bank or other custodian or nominee on how to vote your shares. Who can attend the Annual Meeting by virtual presence online? All stockholders of record as of the close of business on the Record Date, or their duly appointed proxies, may attend the Annual Meeting by virtual presence online by visiting www.virtualshareholdermeeting.com/WNC2024 at WABASH NATIONAL CORPORATION 2024 Proxy Statement 15 Information About the Annual Meeting, Proxy Materials and Voting 9:45 a.m. Eastern time through the conclusion of the meeting and providing the control number found on the proxy card. If your shares are held in “street name,” you must first obtain a proxy issued in your name from your bank or other custodian or nominee before attending the Annual Meeting by virtual presence online. You will need to provide the control number found on the proxy card provided by such bank or other custodian or nominee. Technical support, including related technical support phone numbers, will be available at 9:45 a.m. Eastern time through the conclusion of the meeting in the event of any technical or logistical issues, including difficulties accessing the virtual meeting. The 2024 Annual Meeting of Stockholders will be accessible through the Internet. We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings while further enhancing the online experience available to all stockholders regardless of their location. A virtual format for our Annual Meeting is less costly, aligns with our sustainability efforts and is more environmentally friendly, and enables increased stockholder attendance and participation because stockholders can participate from any location around the world. You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on March 25, 2024. The Annual Meeting will begin promptly at 10:00 a.m. Eastern time, and you should allow ample time for the online check-in procedures. Whether or not you participate in the Annual Meeting, it is important that your shares be part of the voting process. The other methods by which you may vote are described below. This year’s stockholder question and answer session will provide our stockholders with the opportunities to ask questions regarding our business submitted live during the Annual Meeting. Questions may be submitted at the Annual Meeting through www.virtualshareholdermeeting.com/WNC2024. We will post questions and answers if applicable to our business on our Investor Relations website as soon as practicable after the meeting. How do I Vote? If you are a “stockholder of record,” you can vote on matters to come before the Annual Meeting in the following four ways: • Visit the website noted on your proxy card to vote via the internet; • Use the telephone number on your proxy card to vote by telephone; • Vote by mail by completing, dating and signing the proxy card mailed with your notice and returning it in the provided postage-paid envelope. If you do so, you will authorize the individuals named on the proxy card, referred to as the proxies, to vote your shares according to your instructions. If you provide no instructions, the proxies will vote your shares according to the recommendation of the Board of Directors or, if no recommendation is given, in their own discretion; or • Attend the Annual Meeting by virtual presence online and cast your vote. If you hold your shares in “street name” through a broker, then you can vote by following the materials and instructions provided by your broker, or you can vote by virtual presence online at the Annual Meeting. What if I vote and then change my mind? If you are a “stockholder of record,” you may revoke your proxy at any time before it is exercised by: • Providing written notice of revocation to the Corporate Secretary, Wabash National Corporation, 3900 McCarty Lane, Lafayette, Indiana 47905; • Voting again, on a later date, via the internet or by telephone (only your latest internet or telephone proxy submitted prior to the Annual Meeting will be counted); • Submitting another duly executed proxy bearing a later date; or 16 2024 Proxy Statement WABASH NATIONAL CORPORATION Information About the Annual Meeting, Proxy Materials and Voting • Attending the Annual Meeting by virtual presence online and casting your vote. Only your last vote will be the vote that is counted. If you hold your shares in “street name,” then you must contact the record holder of your shares to change your voting instructions. What are the Board’s Recommendations? The Board recommends that you vote FOR the election of each of the director nominees, FOR the approval, on an advisory basis, of the compensation of our named executive officers, FOR ratification of the appointment of our auditors and FOR the approval of the proposed amendment to our Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law. What Vote is Required for Each Proposal? The following table summarizes the vote threshold required for approval of each proposal and the effect of abstentions, uninstructed shares held by brokers, and unmarked, signed proxy cards. On all proposals, if you sign and return a proxy or voting instruction card, but do not mark how your shares are to be voted, they will be voted as the Board recommends. PROPOSAL NUMBER ITEM VOTE REQUIRED FOR APPROVAL OF EACH ITEM ABSTENTIONS Election of Directors Majority of votes cast No effect UNMARKED, SIGNED PROXY CARDS Voted “for” UNINSTRUCTED SHARES Not voted, no effect Advisory vote on executive compensation Majority of shares present and entitled to vote Same effect as “against” Not voted, no effect Voted “for” Ratification of Appointment of Independent Auditor Majority of shares present and entitled to vote Same effect as “against” Discretionary vote Voted “for” Majority of common stock outstanding entitled to vote Same effect as “against” Not voted, same effect as “against” Voted “for” Approval of the proposed amendment to the Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law 1 2 3 4 If you hold your shares in “street name” through a broker and you do not provide your broker with voting instructions, then, under New York Stock Exchange (“NYSE”) Rules, your broker may elect to exercise voting discretion with respect to “routine matters,” which includes the ratification of the appointment of our independent auditor (Proposal 3). However, on “non-routine” matters, which include the election of directors (Proposal 1), the advisory vote on executive compensation (Proposal 2) and proposed amendment to the Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law (Proposal 4), your broker may not vote your shares unless you provide your broker with instructions. These so-called broker “non-votes” will be counted in determining whether there is a quorum. WABASH NATIONAL CORPORATION 2024 Proxy Statement 17 Information About the Annual Meeting, Proxy Materials and Voting What Constitutes a Quorum? The presence at the Annual Meeting, by virtual presence online or by valid proxy, of the holders of a majority of the shares of our Common Stock outstanding on the Record Date will constitute a quorum, permitting us to conduct our business at the Annual Meeting. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the Annual Meeting. Who will Bear the Costs of this Proxy Solicitation? We will bear the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding Common Stock. We may solicit proxies by mail, personal interview, telephone or via the Internet through our officers, directors and other management employees, who will receive no additional compensation for their services. In addition, we have retained Laurel Hill Advisory Group, LLC to assist with proxy solicitation. For their services, we will pay a fee of $7,000 plus out-of-pocket expenses. How will my shares be voted if other matters are presented at the Annual Meeting? As of the date of this Proxy Statement, the Board of Directors does not intend to present at the Annual Meeting any matters other than those described in this Proxy Statement and does not know of any matters that will be presented by other parties. If any other matter is properly brought before the meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the Board of Directors or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder. 18 2024 Proxy Statement WABASH NATIONAL CORPORATION Proposal 1 – Election of Directors Our Bylaws provide that our Board of Directors, or the Board, shall be comprised of not less than three, nor more than twelve, directors with the exact number to be fixed by resolution of the Board. As of the date of this Proxy Statement, the Board is comprised of nine directors. At the Annual Meeting, stockholders will be asked to elect each of the nine director nominees listed below, each of whom shall serve for a term of one year or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Below is information regarding each of the director nominees. Information regarding the Board’s process for nominating directors and director qualifications can be found below under the “Corporate Governance” section of this Proxy Statement. Information on Directors Standing for Election The biographies of each of the nominees below contains information regarding the experiences, qualifications, attributes or skills that caused the Nominating, Corporate Governance and Sustainability Committee and the Board to determine that the person should serve as a director of the Company. The name, age, business experience, and public company directorships of each nominee for director, during at least the last five years, are set forth in the table below. Therese M. Bassett Age: 60 Director since: November 2019 Ms. Bassett is the Managing Director of NuVentures LLC, a consulting firm focused on strategy, innovation and M&A pipeline development. Prior to NuVentures, she served as Chief Strategy, Innovation, and Mergers and Acquisitions Officer at Avnet, Inc., a global electronic components and distribution services company, where she was responsible for identifying growth opportunities to enhance the overall business portfolio, financial strength and global market value. During her 26-year career with Avnet, Ms. Bassett also held the positions of Senior Vice President, Global HR Solutions (2010-2016), Vice President, Strategic Planning and Business Intelligence (1998-2010), Manager, Electronic Manufacturing Services Business Development (1995-1998), and International Export and Transportation Manager (1993-1995). She is a graduate of Temple University and received an MBA from the University of Phoenix. Qualifications: Ms. Bassett’s M&A, innovation and strategy expertise, including in the areas of business transformation and digital growth drivers, and her senior leadership experience reflected in her biography support the Board’s conclusion that she should again be nominated as a director. WABASH NATIONAL CORPORATION 2024 Proxy Statement 19 Proposal 1 – Election of Directors John G. Boss Age: 64 Mr. Boss is the former President and Chief Executive Officer of Momentive Performance Materials Inc. (“MPM”). Mr. Boss served in this role from December 2014 to March 2020. MPM is a global producer of silicones, quartz and specialty ceramic materials. Mr. Boss served as a director of MPM Holdings Inc. from October 2014 to March 2020. Mr. Boss served as the President of the Silicones & Quartz Division at MPM since joining in March 2014 to December 2014 and served as its Executive Vice President from March 2014 to March 2020. In April 2014, shortly after Mr. Boss joined the company, MPM filed voluntary petitions for reorganization relief pursuant to Chapter 11 of the United States Bankruptcy Code. Mr. Boss’ career spans more than 30 years in the specialty chemicals and materials industry, including various executive leadership positions with Honeywell International, a producer of commercial and consumer products from 2003 through 2014. Director since: December 2017 Mr. Boss served as Vice President and General Manager of Specialty Products, Vice President and General Manager of Specialty Chemicals and President of Honeywell Safety Products at Honeywell International. Prior to joining Honeywell, Mr. Boss held positions of increasing responsibility at Great Lakes Chemical Corporation and Ashland Corporation (formerly International Specialty Products). Since 2020, Mr. Boss has served as a Director for Cooper Standard Corporation and as a Director and Audit Committee Member for Libbey, Inc. Mr. Boss currently serves as a Director of Calumet Specialty Products Partners, L.P. He has a Master of Business Administration degree in Marketing and Finance from Rutgers Graduate School of Management in 1996 and a Bachelor’s Degree in Mechanical Engineering from West Virginia University in 1981. Qualifications: As reflected in his biography, Mr. Boss’ service in various leadership positions at other public companies, particularly, his prior service as a sitting chief executive officer at another public company and concomitant understanding of the day-to-day complexities and challenges of running such an organization, and his service on our Board, support the Board’s conclusion that he should again be nominated as a director. 20 2024 Proxy Statement WABASH NATIONAL CORPORATION Proposal 1 – Election of Directors Trent J. Broberg Age: 42 Mr. Broberg has served as the Chief Executive Officer and member of the Board of Directors of ACERTUS, an automotive logistics as a service platform since 2021 and was a member of the Board of Directors of DiCentral LLC, a global EDI software service provider helping organizations optimize their supply chain from 2019 to 2022 until acquired by True Commerce. Mr. Broberg has extensive experience with major carriers, as well as the digital and technology aspects of transportation management. Prior to joining ACERTUS, Mr. Broberg served as Chief Operating Officer at Truckstop.com, where he led or supported over five M&A transactions, two recapitalizations, strategy, and operations from 2016 until 2021. In the two years leading up to his tenure at Truckstop.com, Mr. Broberg served as General Manager for Real Time Freight LLC, which was later acquired by Truckstop.com in 2016. Mr. Broberg also holds a wealth of marketing, sales and operations knowledge Director since: September 2022 as a result of his early career experience serving as Director of Marketing at DB Schenker and Swift Transportation. Mr. Broberg received a Bachelor of Science degree in Marketing and an MBA from the WP Carey School of Business at Arizona State University. Qualifications: The leadership, executive and board experience within the spaces of logistics, supply chain and technology expertise reflected in Mr. Broberg’s biography support the Board’s conclusion that he should be nominated as a director. WABASH NATIONAL CORPORATION 2024 Proxy Statement 21 Proposal 1 – Election of Directors Larry J. Magee Age: 69 Director since: January 2005 Chairperson of the Board since: May 2020 Mr. Magee has served as President of Magee Ventures Group, a consulting firm, since May 2018. Prior to his current position, he served as Interim CEO of Magnolia Group, LLC in Waco, Texas from April 2017 until May 2018. Mr. Magee was President and CEO of Heartland Automotive Services, Inc., the largest operator of quick lube retail service centers, operating over 540 Jiffy Lube locations in North America. He held this position from April 2015 until his retirement in October 2016. Prior to assuming the role of President and CEO of Heartland Automotive, Mr. Magee was the President, Consumer Tire U.S. & Canada, for Bridgestone Americas Tire Operations, LLC, a tire and rubber manufacturing company, a position he held from January 2011 until his retirement from Bridgestone in September 2013. He also served as Chairman of BFS Retail & Commercial Operations, LLC and Bridgestone of Canada, Inc. From December 2001 until January 2011, he served as Chairman, Chief Executive Officer and President of BFS Retail & Commercial Operations, LLC. Prior to December 2001, Mr. Magee served as President of Bridgestone/ Firestone Retail Division, beginning in 1998. Mr. Magee has over 38 years combined experience in sales, marketing, and operational management, and held positions of increasing responsibility within the Bridgestone/Firestone family of companies during his 38-year tenure with Bridgestone/Firestone. Qualifications: The marketing, manufacturing, retail and strategic expertise reflected in Mr. Magee’s biography, including his performance as the chief executive officer and as a board member for divisions of another company, as well as his participation on our Board, support the Board’s conclusion that he should again be nominated as a director. 22 2024 Proxy Statement WABASH NATIONAL CORPORATION Ann D. Murtlow Age: 63 Director since: February 2013 Proposal 1 – Election of Directors Ms. Murtlow served as the President and Chief Executive Officer of United Way of Central Indiana, an organization that fights for the education, financial stability, health and basic needs for Central Indiana through the development and support of programs and organizations that serve struggling families and move them to self-sufficiency, from April 1, 2013 to June 30, 2022. Prior to assuming this role, Ms. Murtlow had a 30-year career in the global energy industry. Ms. Murtlow began her career as a design engineer with Bechtel Power Corporation, one of the world’s leading designers and constructors of electric utility infrastructure. Ms. Murtlow then joined AES Corporation (“AES”), where she developed a specialty in environmental permitting and became a leader in domestic and international power plant project development. She subsequently joined AES’s London office where she was named Vice President and Group Manager of AES’s development and operations in northern and central Europe. In 2002, Ms. Murtlow was named President and Chief Executive Officer at IPALCO Enterprises, Inc., and its subsidiary, Indianapolis Power & Light Company. Ms. Murtlow currently serves as a Director of Evergy, Inc., and its subsidiaries, Evergy Kansas Central, Inc. (Kansas corporation), Evergy Kansas South, Inc., Evergy Metro, Inc., and Evergy Missouri West, Inc. Ms. Murtlow served as a Director of First Internet Bancorp and its subsidiary, First Internet Bank, from early 2013 until March 2020. Ms. Murtlow holds a Bachelor of Science degree in Chemical Engineering from Lehigh University and is a National Association of Corporate Directors Board Leadership Fellow and Certified Director. Qualifications: The financial and strategic leadership experience reflected in Ms. Murtlow’s biography, her service as the former chief executive officer of a regulated electric utility company, service on the boards of other public companies, her participation on our Board and her experience in M&A, ESG and corporate social responsibility, support the Board’s conclusion that she should again be nominated as a director. WABASH NATIONAL CORPORATION 2024 Proxy Statement 23 Proposal 1 – Election of Directors Sudhanshu Priyadarshi Sudhanshu Priyadarshi is Chief Financial Officer and President, International for Keurig Dr Pepper (KDP). He leads the Finance, Information Technology organizations and has overall responsibility for KDP’s International Business Segment. He has served in this role since November, 2022. Mr. Priyadarshi has over two decades of global leadership experience in the technology, logistics, retail, consumer packaged goods, and pharmaceutical industries. Prior to Keurig Dr Pepper, Mr. Priyadarshi was the CFO of Vista Outdoor Inc., a leading global designer, manufacturer and marketer of consumer products in the outdoor sports and recreation markets, from April 2020 to October 2022. He had previously been CFO of Flexport, a digital freight forwarder, from 2018 to 2019, where he led all financial operations, Global Real Estate and Insurance P&L for the company. Mr. Priyadarshi joined Flexport from Walmart, where he was Vice President of Finance for Walmart U.S. eCommerce from Age: 47 Director since: November 2022 2017 to 2018, driving all retail finance operations for Walmart.com, Hayneedle.com, Shoes.com, Moosejaw.com, Store No 8 (technology startup incubator) and Walmart’s partnership with Google. Prior to this role, he was the Vice President, Finance & Strategy at Walmart U.S. from 2016 to 2017 and was responsible for leading finance for Walmart’s general merchandise and soft line business unit, a $100B division. He joined Walmart from Cipla, a $10 billion market cap publicly traded top 10 global generic pharmaceutical company, where he was the Global Chief Operating Officer, and previously Group Head, Corporate Strategy and Development. Mr. Priyadarshi worked for PepsiCo from 1999 to 2013 growing through the ranks in various management and leadership roles in Finance, Strategy and Operations. In his last role at PepsiCo, he served as CFO of Global R&D and Global Nutrition Platforms, a$10B nutritious food and beverage business. Mr. Priyadarshi is a graduate of Physics from India and has an MBA in Finance from University of Technology, Sydney. Qualifications: The finance, logistics, and technology expertise reflected in Mr. Priyadarshi’s biography support the Board’s conclusion that he should be nominated as a director. 24 2024 Proxy Statement WABASH NATIONAL CORPORATION Proposal 1 – Election of Directors Scott K. Sorensen Age: 62 Mr. Sorensen served as the President and a member of the Board of Directors of Thatcher Company, Inc., a privately held industrial chemical manufacturer from January 2022 until April 2023. Mr. Sorensen also served as Chief Financial Officer of Thatcher Company, Inc. from January 2022 to July 2022. Previously, Mr. Sorensen served as Managing Director of Sorensen Capital, LLC from November 2019 until January 2022. From May 2018 through November 2019, Mr. Sorensen served as the President and Chief Operating Officer of Ivanti Software and member of its Board of Directors. Ivanti is a leading enterprise software provider of unified IT solutions for the security, endpoint management and service management requirements of customers. Prior to his role as President and Chief Operating Officer of Ivanti Software, Mr. Sorensen served as the President and Chief Executive Officer and was a member of the Board of Directors of Sorenson Holdings which is a leading Director since: May 2005 provider of assistive communications products and services from 2016 – 2018. Mr. Sorensen also held the position of Chief Operating Officer from 2012 – 2016 and served as the Chief Financial Officer from 2007 – 2016. Previously, Mr. Sorensen served as the Chief Financial Officer of Headwaters Inc. from 2005 – 2007 which was a diversified energy and construction materials provider. Prior to joining Headwaters, Mr. Sorensen was the Vice President and Chief Financial Officer of Hillenbrand Industries, a manufacturer and provider of products and services for the health care and funeral services industries, from 2001 – 2005. Mr. Sorensen also served in various financial leadership roles at Westinghouse Electric and worked in the operations and aerospace practices with McKinsey & Company. Qualifications: Mr. Sorensen’s financial expertise and experience in corporate finance, combined with his experience in manufacturing, cybersecurity and technology, strategy and mergers and acquisitions, as reflected in his biography, and his participation on our Board, support the Board’s conclusion that he should again be nominated as a director. WABASH NATIONAL CORPORATION 2024 Proxy Statement 25 Proposal 1 – Election of Directors Stuart A. Taylor II Age: 63 Director since: August 2019 Mr. Taylor is the Chief Executive Officer of The Taylor Group LLC, a private equity firm focused on creating and acquiring businesses. In this role, which he has held since 2001, Mr. Taylor oversees the firm’s sourcing and execution of investments and acquisition and disposition transactions. In addition, Mr. Taylor delivers deep financial and transactional expertise based on his Wall Street career along with significant experience as a director for publicly traded companies. He previously held positions as senior managing director at Bear, Stearns & Co. Inc. (1999-2001), and managing director of CIBC World Markets and head of its Global Automotive Group and Capital Goods Group (1996-1999). He also served as managing director of the Automotive Industry Group at Bankers Trust (1993-1996), following a 10-year position in corporate finance at Morgan Stanley & Co. Mr. Taylor was previously a member of the Board of Directors of Essendant Inc., formerly known as United Stationers Inc., a wholesale distributor of business products, from 2011 until its sale to Staples Inc. in January 2019. In addition, in October 2020, Mr. Taylor was appointed to the board of directors of Solenis LLC, a privately held global producer of specialty chemicals for water-intensive industries, where he serves on the Compensation Committee. He also serves as a director for Hillenbrand Inc. and Ball Corporation. He is a graduate of Yale University and received an MBA from the Harvard Graduate School of Business. Qualifications: Mr. Taylor’s in-depth knowledge of strategic M&A and corporate development, financial expertise and service on other public company boards, as reflected in his biography, support our Board’s conclusion that he should again be nominated as a director. 26 2024 Proxy Statement WABASH NATIONAL CORPORATION Brent L. Yeagy Age: 53 Director since: October 2016 Proposal 1 – Election of Directors Brent L. Yeagy is an industrial manufacturing leader with more than 25 years of experience in the automotive and commercial transportation industries. Since June 2018, Mr. Yeagy has been responsible for the strategic direction and operations of Wabash (NYSE: WNC) in his role as President and Chief Executive Officer. Before his appointment as President and CEO, Mr. Yeagy was President and Chief Operating Officer from October 2016 to June 2018. Mr. Yeagy joined Wabash in 2003 and held a number of positions with increasing responsibility, including Vice President of Manufacturing, Vice President and General Manager of Commercial Trailer Products, and Senior Vice President – Group President, Commercial Trailer Products. Prior to Wabash, from 1999 to 2003, Mr. Yeagy held various positions within human resources, environmental engineering and safety management for Delco Remy International. Mr. Yeagy served in various plant engineering roles at Rexnord Corporation from December 1995 through 1999. He also served in the United States Navy from 1991 to 1994. Mr. Yeagy holds a Bachelor of Science in Environmental Engineering Science and a Master of Science in Safety Engineering from Purdue University, and an MBA in Business Management from Anderson University. He has also attended executive programs at the University of Michigan’s Ross School of Business as well as Stanford’s Graduate School of Business. Mr. Yeagy is a graduate of the U.S. Navy’s Naval Nuclear Power Program and participated in the Navy’s Officer Candidate Program. Mr. Yeagy proudly serves on the boards of directors for the National Association of Manufacturers and the Transportation and Supply Chain Institute at the University of Denver. Qualifications: Mr. Yeagy’s more than 25 years of experience in executive leadership, beginning with his career in the United States Navy, and his strong background in managing many facets of operations in a manufacturing company, as reflected in his biography, and his role as our President and Chief Executive Officer, support the Board’s conclusion that he should again be nominated as a director. Board Recommendation The Board of Directors UNANIMOUSLY recommends a vote “FOR” the election of each of the director nominees listed above. WABASH NATIONAL CORPORATION 2024 Proxy Statement 27 Corporate Governance Governance Guidelines & Code of Business Conduct & Ethics The Board has adopted Corporate Governance Guidelines (the “Guidelines”) which set forth a framework within which the Board oversees and governs the affairs of Wabash. The Guidelines cover, among other things, the composition and functions of the Board, director independence, director stock ownership, management succession and review, Board committees, the selection of new directors, and director responsibilities and duties. Our Board has also adopted a Code of Business Conduct and Ethics (which applies to all of our directors, officers, and employees) and an additional Code of Business Conduct and Ethics for the Chief Executive Officer and Senior Financial Officers (together, the “Codes”). The Codes cover, among other things, compliance with laws, rules and regulations (including insider trading), conflicts of interest, corporate opportunities, confidentiality, protection and use of Company assets, and the reporting process for any illegal or unethical conduct. Any amendment to, or waiver from, a provision of the Codes for a director or executive officer will be promptly disclosed and posted on our website as required by law or the listing standards of the NYSE. The Guidelines and the Codes are available on the Governance/Governance Documents page of the Investor Relations section of our website at ir.onewabash.com and are available in print without charge by writing to: Wabash National Corporation, Attention: Corporate Secretary, 3900 McCarty Lane, Lafayette, Indiana 47905. Board Structure and its Role in Risk Oversight Director Independence In February 2024, our Board of Directors undertook its annual review of director independence to determine the independence of our directors in accordance with NYSE listing standards and the Guidelines. As a result of this review, the Board of Directors affirmatively determined that all of the directors nominated for election at the Annual Meeting and all currently serving directors are independent of Wabash and its management within the meaning of the rules of NYSE and the Guidelines, with the exception of Brent L. Yeagy, our President and Chief Executive Officer. Independent Chairperson The Board does not have a formal policy on whether the roles of Board Chairperson and Chief Executive Officer should be separate or combined. Rather, the Guidelines provide that the independent members of the Board may select the Chairperson of the Board and the Company’s Chief Executive Officer in the manner they consider in the best interests of the Company. Currently, the Board believes that it is in the best interests of the Company for the Chairperson and Chief Executive Officer positions to be held by separate persons, given the differences between the two roles in our current management structure. Our Chief Executive Officer, among other duties, is responsible for presenting strategic plans to the Board for review and approval, implementing the Company’s strategic direction and the day-to-day leadership and performance of the Company. The Chairperson of the Board, among other responsibilities, presides at the executive sessions of our independent and non-management directors (unless a lead independent director has been appointed) and facilitates communication between our independent directors and management. However, the Board reserves the right to combine the positions of the Chief Executive Officer and Chairperson, should it determine that such a change is appropriate for our Company in the future. In the event that our Board’s Chairperson is not an independent director in accordance with NYSE listing standards and our Guidelines, the independent directors shall appoint from among themselves a lead independent director. If appointed, such lead independent director shall preside at executive sessions. Our current Chairperson is an independent director and we have no lead independent director at this time. 28 2024 Proxy Statement WABASH NATIONAL CORPORATION Corporate Governance Director Refreshment Our Guidelines require that once any Board member reaches the age of 72, the Nominating, Corporate Governance and Sustainability Committee must annually consider the member’s continuation on the Board, and recommend to the Board whether, in light of all the circumstances, the Board should request that such member continue to serve on, or retire from, the Board. As of the date of the 2024 Annual Meeting, none of the director nominees will have reached the age of 72. Director Attendance During 2023, our Board held 5 meetings. In 2023, all the directors attended 75% or more of the total meetings of the Board and of the committees on which they serve that were held during the period that the director served on the Board. Our Board strongly encourages all of our directors to attend our Annual Meeting, and in 2023, all of our then serving directors attended the Annual Meeting. WABASH NATIONAL CORPORATION 2024 Proxy Statement 29 Corporate Governance Board’s Role in Risk Oversight Board of Directors The Board believes that strong and effective internal controls and risk management processes are essential elements in achieving long-term stockholder value. The Board, directly and through its committees, is responsible for overseeing material risks potentially affecting the Company, while management is responsible for implementing processes and controls to mitigate the effects of identified risks on the Company and managing day-to-day risks. Management also provides the Board with regular reports regarding oversight of financial and systemic risks within the Company. The risk oversight by each of the Board committees is detailed below. Each committee reports to the Board of Directors quarterly regarding the committee’s risk management considerations and actions. Compensation Committee Finance Committee • Monitors our executive compensation packages and our incentive compensation plans, which seek to encourage appropriate, and not excessive, risk- taking by our executives and other employees • Annually reviews and approves corporate goals and objectives relevant to CEO compensation and evaluates the CEO’s performance in light of those goals and objectives • Assists the Board in its oversight of the Company’s capital structure, financing, investment and other financial matters of importance to the Company • Evaluates operational objectives and priorities for the deployment of capital to advance the corporate strategy • Audit Committee • Reviews audit and financial controls Investigates any matters pertaining to the integrity of management, including conflicts of interest, compliance with our financial controls, and adherence to Company policies • Regularly meets with our General Counsel and members of management to discuss and assess potential enterprise risks, including potential cyber security risks and risk management related to information privacy • Regularly meets with our external auditors to discuss and assess potential risks • Reviews our risk management practices and risk-related policies (including the Codes) • Evaluates potential related person transactions Nominating, Corporate Governance and Sustainability Committee • Reviews our Governance Guidelines and Code of Business Conduct and Ethics and recommends revisions as necessary • Evaluates director independence, board structure and committee membership • Oversees annual evaluation of the Board, Committees, Chairperson of the Board and CEO • Reviews the Corporate Responsibility Report and recommends revisions as appropriate • Oversees Board succession and professional development • Reviews risk oversight and management in assisting the Board in overseeing governance matters • Oversees the implementation of ESG practices 30 2024 Proxy Statement WABASH NATIONAL CORPORATION Corporate Governance Committees of the Board The Board has four standing committees: (1) the Nominating, Corporate Governance and Sustainability Committee, (2) the Compensation Committee, (3) the Audit Committee and (4) the Finance Committee. Each committee maintains a charter, which can be accessed electronically from the Governance/Governance Documents page of the Investor Relations section of our website at ir.onewabash.com or by writing to us at Wabash National Corporation, Attention: Corporate Secretary, 3900 McCarty Lane, Lafayette, Indiana 47905. The following table indicates each standing committee or committees on which our directors served as of December 31, 2023: NAME NOMINATING, CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE COMPENSATION COMMITTEE AUDIT COMMITTEE FINANCE COMMITTEE Therese M. Bassett Member Member Member Member Member Chair John G. Boss Trent J. Broberg Larry J. Magee Ann D. Murtlow Sudhanshu Priyadarshi Scott K. Sorensen Stuart A. Taylor II Brent L. Yeagy Chair Member Member Member Member Member Member Member Chair Member Chair Member Nominating, Corporate Governance and Sustainability Committee The Nominating, Corporate Governance and Sustainability Committee met 5 times during 2023. The Nominating, Corporate Governance and Sustainability Committee’s responsibilities include: • Assisting the Board by leading board member recruitment efforts, including identifying individuals or reviewing stockholder-nominated individuals qualified to become directors, recommending to the Board the director nominees for the next annual meeting of stockholders, and performing initial interviews of potential board member candidates; • Developing and recommending to the Board a set of corporate governance principles applicable to the Company; • Leading the Board in its annual review of the Board’s performance; • Recommending to the Board director nominees for each Board committee; • Assisting the Board in oversight of governance matters, reviewing and assessing the effectiveness of Wabash’s environmental, social and governance (“ESG”) polices, goals and programs; • Overseeing implementation of ESG practices; • Regularly reviewing and providing updates to the Board regarding ESG compliance developments; and • Overseeing and advising the Board on ESG-related engagement efforts with key stakeholders. WABASH NATIONAL CORPORATION 2024 Proxy Statement 31 Corporate Governance As part of the Nominating, Corporate Governance and Sustainability Committee’s annual review of the Board’s performance, and its process for recommending director nominees for the next annual meeting of stockholders (which is described in more detail below under “Nomination of Director Candidates,”) it regularly considers each member’s attendance and overall contributions to the Board, the diversity of the Board’s composition (including diversity of expertise, geography, age, gender, race, and ethnicity), and the willingness of a member to represent and serve the long-term interests of our stockholders. Compensation Committee The Compensation Committee met 6 times during 2023. The Compensation Committee’s responsibilities include: • Considering, recommending, and approving our incentive compensation plans and our equity-based plans for our executive officers; • Annually reviewing and recommending to the Board the forms and amounts of director compensation; and • Annually reviewing and approving the corporate goals and objectives relevant to the CEO’s and other executive officers’ compensation, evaluating their performance in light of those goals and objectives, and setting compensation levels based on the evaluations. The Compensation Committee annually assesses the desirability of proposing and making recommendations to the Board with respect to any new incentive-compensation plans and equity-based plans and any increase in shares reserved for issuance under existing equity plans. The Compensation Committee engages an independent compensation consultant to provide competitive market assessments regarding executive officer compensation and non-employee director compensation, which are used by the Compensation Committee to determine appropriate executive officer and director compensation levels that are in line with the Company’s compensation plans, philosophies and goals. Meridian Compensation Partners LLC (“Meridian”) served as the independent compensation consultant to the Company until August 2023 when, following a formal Request for Proposal (RFP) process, the Committee decided to engage Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant going forward. The Compensation Committee evaluates performance with respect to corporate goals and objectives, relative stockholder return and other factors. Additional information regarding the Compensation Committee’s process for determining executive officer compensation can be found below in the Compensation Discussion and Analysis section of this Proxy Statement under the heading “Compensation Methodology and Process.” Audit Committee The Board has established a separately designated standing Audit Committee in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee met 8 times during 2023. In addition to the Board’s determination that each member of the Audit Committee is “independent” within the meaning of the rules of the NYSE, the Board also determined that Messrs. Priyadarshi, Sorensen and Taylor are “audit committee financial experts” as defined by the rules of the SEC, and that they have accounting and related financial management expertise within the meaning of the listing standards of the NYSE. The Audit Committee’s responsibilities include: • Reviewing the independence of the independent auditors and making decisions regarding engaging and discharging independent auditors; • Reviewing with the independent auditors the plans and results of auditing engagements; • Reviewing and approving non-audit services provided by our independent auditors and the range of audit and non-audit fees; 32 2024 Proxy Statement WABASH NATIONAL CORPORATION Corporate Governance • Reviewing the scope and results of our internal audit procedures and the adequacy of the system of internal controls; • Overseeing special investigations, if any; • Reviewing our financial statements and reports filed with the SEC; • Overseeing our efforts to ensure that our business and operations are conducted in compliance with legal and regulatory standards applicable to us, as well as ethical business practices; • Overseeing the Company’s internal reporting system regarding compliance with federal, state and local laws; • Establishing and implementing procedures for confidential communications for “whistleblowers” and others who have concerns with our accounting, internal accounting controls and audit matters; and • Reviewing our significant accounting policies. Cybersecurity is a critical part of risk management for the Company. The Audit Committee appreciates the rapidly evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely detection, and mitigation of the effects of any such incidents on the Company. Wabash implements protections and controls against cyber security threats, including threats of compromised credentials, phishing, exploitation of vulnerabilities and Botnet attacks. The Audit Committee also surveys data and factors that impact costs and incident response efforts. Through methods like artificial intelligence platforms with an array of technologies, an incident response team, extensive encryption, ongoing employee training and tests of the incident response plans, Wabash has established a strong foundation in cybersecurity efforts and will continue to evolve with additional technology-forward initiatives. Finance Committee The Finance Committee met 3 times during 2023. The Finance Committee’s primary purpose is to assist the Board in its oversight of the Company’s capital structure, financing, investment and other financial matters of importance to the Company. The Finance Committee’s responsibilities include evaluating and making recommendations to the Board with respect to: • Strategic transactions, including mergers, acquisitions, and divestitures, as well as joint ventures and other equity investments; • The Company’s capital structure, including potential issuances of debt and equity securities, credit agreements and material changes thereto, capital investment policy, leverage and liquidity levels, share repurchases, stock splits, and dividends; • Cash generation capability and cash forecasts; • The Company’s operational objectives and priorities for the deployment of capital to advance the corporate strategy; • The parameters of, and assumptions underlying, the Company’s annual operating plan, capital plan and long- term financial plan; and • The Company’s performance with respect to strategies, investments, and initiatives versus original projections. WABASH NATIONAL CORPORATION 2024 Proxy Statement 33 Corporate Governance Related Persons Transactions Policy Our Board has adopted a written Related Persons Transactions Policy that sets forth our policy and procedures for review, approval and monitoring of transactions between the Company and “related persons.” Related persons include directors, nominees for director, executive officers, stockholders owning 5% or greater of our outstanding stock, and any immediate family members of the aforementioned. The Related Persons Transactions Policy is administered by a committee designated by the Board, which is currently the Audit Committee. Pursuant to the policy, transactions involving amounts exceeding $120,000, in which a related person has a direct or indirect material interest, must be approved, rejected or referred to the Board by the Audit Committee. The policy provides that as a general rule all related person transactions should be on terms reasonably comparable to those that could be obtained by the Company in arm’s length dealings with an unrelated third party. However, the policy takes into account that in certain cases it may be impractical or unnecessary to make such a comparison. In such cases, the transaction may be approved in accordance with the provisions of the Delaware General Corporation Law. When evaluating potential related person transactions, the Audit Committee considers all reasonably available facts and circumstances and approves only the related person transactions determined in good faith to be in compliance with, or not inconsistent with, our Code of Business Conduct and Ethics, and the best interests of our stockholders. The Related Persons Transaction Policy provides that management, or the affected director or officer will bring any potentially relevant transaction to the attention of the Audit Committee. Additionally, each year, our directors and executive officers complete questionnaires designed to elicit information about potential related person transactions, and the directors and officers must promptly advise the Corporate Secretary if there are any changes to the information previously provided. If a director is involved in the transaction, he or she will be recused from all discussions and decisions with regard to the transaction, to the extent practicable. The transaction must be approved in advance. All related person transactions will be disclosed to the full Board and will be included in the Company’s proxy statement and other appropriate filings as required by the rules and regulations of the SEC and the NYSE. During 2023, there were no required disclosures arising from such relationships. Nomination of Director Candidates Qualifications of Director Candidates To be considered by the Nominating, Corporate Governance and Sustainability Committee, a director nominee must meet the following minimum criteria: • Has the highest personal and professional integrity; • Has a record of exceptional ability and judgment; • Possesses expertise, skills, experience and knowledge useful to our oversight; • Is able and willing to devote the required amount of time to our affairs, including attendance at Board and committee meetings; and • Has the interest, capacity and willingness, in conjunction with the other members of the Board, to serve the long-term interests of the Company and its stockholders. In reviewing these and other relevant criteria, the Board may consider the diversity of director candidates, including diversity of expertise, geography, gender, race, and ethnicity. We seek independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. The goal in reviewing these characteristics and the professional skills and knowledge for individual 34 2024 Proxy Statement WABASH NATIONAL CORPORATION Corporate Governance director candidates is that they, when taken together with those of other Board members, will lead to a Board that is effective, collegial, and responsive to the needs of the Company and its stockholders. In 2023, the Board updated our Guidelines to reflect the practice of the Nominating, Corporate Governance and Sustainability Committee to recommend new board members identified from a diverse slate of potential candidates. Director Nomination Process The Nominating, Corporate Governance and Sustainability Committee recommends to the Board nominees that best suit the Board’s needs at the time of the nomination. Nominees are selected by the committee with the assistance of, if desired by the committee, a retained search firm, after reviewing the candidates’ credentials, clearing potential conflicts, performing reference checks, and conducting interviews with the candidates to determine if they meet the qualifications described above. The Nominating, Corporate Governance and Sustainability Committee will consider stockholder recommendations for director nominees sent to the Nominating, Corporate Governance and Sustainability Committee, Wabash National Corporation, Attention: Corporate Secretary, 3900 McCarty Lane, Lafayette, Indiana 47905. Stockholder recommendations for director nominees should include: • The name and address of the stockholder recommending the person to be nominated; • A representation that the stockholder is a holder of record of our stock, including the number of shares held and the period of holding; • A description of all arrangements or understandings between the stockholder and the recommended nominee; • Such other information regarding the recommended nominee as would be required to be included in a proxy statement filed pursuant to Regulation 14A under the Exchange Act; • The consent of the recommended nominee to serve as a director if so elected; and • All other required information set forth in our Bylaws. Stockholders’ nominees that comply with the procedures for submitting a stockholder nomination will receive the same consideration as other candidates identified by or to the Nominating, Corporate Governance and Sustainability Committee. The procedures for submitting a stockholder nomination are set forth below under the heading “General Information – Stockholder Proposals and Nominations.” Upon receipt by the Corporate Secretary of a stockholder notice of a director nomination, the Corporate Secretary will notify the stockholder that the notice has been received and will be presented to the Nominating, Corporate Governance and Sustainability Committee for review. WABASH NATIONAL CORPORATION 2024 Proxy Statement 35 Corporate Governance Director Compensation The Compensation Committee makes recommendations to the full Board regarding non-employee director compensation. FW Cook reviewed our director compensation with the Compensation Committee during 2024. As a result of such review, at the February 2024 Board meeting and based upon the recommendation of our Compensation Committee, the Board decided to set the annual retainers for non-employee directors’ service on the Board at the following levels: ANNUAL RETAINERS (1) Board Member: Audit Committee Compensation Committee Nominating, Corporate Governance and Sustainability Committee Finance Committee Chairperson of the Board Audit Committee Chair Compensation Committee Chair Nominating, Corporate Governance and Sustainability Committee Chair Finance Committee Chair AMOUNT $220,000 (2) $ 10,000 $ 8,000 $ 8,000 $ 8,000 $100,000 $ 20,000 $ 15,000 $ 15,000 $ 15,000 (1) All annual cash retainers are paid in quarterly installments. Annual grants of restricted stock units, referenced in footnote 2 below, are granted as a single award following the election of directors at the annual meeting. (2) Consists of an $80,000 cash retainer and an award of restricted stock units of Company stock having an aggregate market value at the time of grant of $140,000. Restricted stock units vest in full on the first anniversary of the grant date. Meridian reviewed our director compensation with the Compensation Committee during 2023. As a result of such review, at the February 2023 Board meeting and based upon the recommendation of our Compensation Committee, the Board approved an increase of $5,000 to the equity retainer and maintained the cash retainer the same as in 2022, and also approved an increase of $15,000 for the Chairperson of the Board and a $5,000 increase for the Nominating, Corporate Governance and Sustainability Committee Chair, resulting in the following annual retainers for 2023: ANNUAL RETAINERS (1) Board Member: Audit Committee Compensation Committee Nominating, Corporate Governance and Sustainability Committee Finance Committee Chairperson of the Board Audit Committee Chair Compensation Committee Chair Nominating, Corporate Governance and Sustainability Committee Chair Finance Committee Chair AMOUNT $210,000 (2) $ 10,000 $ 8,000 $ 8,000 $ 8,000 $ 90,000 $ 20,000 $ 15,000 $ 15,000 $ 15,000 (1) All annual cash retainers are paid in quarterly installments. Annual grants of restricted stock units, referenced in footnote 2 below, are granted as a single award following the election of directors at the annual meeting. 36 2024 Proxy Statement WABASH NATIONAL CORPORATION Corporate Governance (2) Consists of an $80,000 cash retainer and an award of restricted stock units of Company stock having an aggregate market value at the time of grant of $130,000. Restricted stock units vest in full on the first anniversary of the grant date. The following table summarizes the compensation paid to our directors during 2023, other than Mr. Yeagy, whose compensation is discussed below under Executive Compensation. Director Compensation for the Year Ended December 31, 2023 (1) FEES EARNED OR PAID IN CASH ($) (2) STOCK AWARDS ($) (3) ALL OTHER COMPENSATION ($) $186,000 $130,021 $106,000 $130,021 $103,000 $130,021 $ 96,000 $130,021 $103,000 $130,021 $ 98,000 $130,021 $108,000 $130,021 $105,000 $130,021 $7,440 $ — $4,120 $ $ — — $3,920 $4,320 $ — TOTAL ($) $323,461 $236,021 $237,141 $226,021 $233,021 $231,941 $242,341 $235,021 NAME Larry J. Magee Therese M. Bassett John G. Boss Trent J. Broberg Ann D. Murtlow Sudhanshu Priyadarshi Scott K. Sorensen Stuart A. Taylor II (1) Consists of cash fees earned in 2023 for annual retainers. This column includes any amounts a director elects to defer pursuant to the Non-Qualified Deferred Compensation Plan. The terms of this plan are discussed below. (2) For each director, consists of a grant of 5,375 restricted stock units on May 10, 2023, which vest on May 10, 2024. As of December 31, 2023, each non-employee director held 5,375 unvested restricted stock units. (3) Consists of the Company’s match pursuant to our Non-Qualified Deferred Compensation Plan. The Company fully matches the first 3%, and 50% of the next 2%, of earnings deferred by a participant under the Non-Qualified Deferred Compensation Plan. Non-employee Director Stock Ownership Guidelines The Board believes that it is important for each director to have a financial stake in the Company because it aligns the director’s interests with those of the Company’s stockholders. To meet this objective, the Board has established stock ownership guidelines, which require each non-employee director to hold 50% of all Company shares received from annual retainers (the “Director Holding Requirement”) until the non-employee director achieves a target ownership level equal to five (5) times the cash portion of the non-employee director’s Annual Board Retainer (provided, however, that the Director Holding Requirement shall never prohibit a director from withholding, selling, or tendering enough shares from an equity award to satisfy all applicable withholding taxes on such award). Once a non-employee director has achieved his/her stated target ownership level, s/he is no longer required to adhere to the Director Holding Requirement, unless and until his/her ownership level falls below the target. For purposes of calculating target ownership levels, the following types of Company shares are counted: stock owned by the non-employee director and vested and unvested restricted stock and restricted stock units, including those deferred under the non-qualified deferred compensation plan. Non-employee directors are required to comply with the Director Holding Requirement immediately upon their appointment as a director and are required to meet their target ownership level within five years of becoming a director. As of December 31, 2023, all non-employee directors had either met their target ownership level or had more time to do so, and all directors who had not yet met their target ownership level were in compliance with the Director Holding Requirement. WABASH NATIONAL CORPORATION 2024 Proxy Statement 37 Corporate Governance Non-Qualified Deferred Compensation Plan Directors may defer their cash retainer and their restricted stock unit awards under the Company’s non-qualified deferred compensation plan. The Company matches dollar-for-dollar the first 3% of cash retainers that a director defers into the plan and one-half of the next 2% the director contributes to the plan. The Company does not make matching contributions with respect to any deferred restricted stock unit awards. Deferrals of cash retainers may be invested into one or more investment funds available under the plan from time to time, and directors can elect to have the funds paid out in a lump sum or up to 10 annual installments following termination from the Board, as well as limited in-service distributions. Deferrals of restricted stock units are deemed invested in shares of the Company’s common stock and are paid out in shares at the time the director terminates from the Board. The deferred compensation plan is unfunded and subject to forfeiture in the event of bankruptcy. Other The Company reimburses all directors for travel and other reasonable, necessary business expenses incurred in the performance of their services for the Company and extends coverage to them under the Company’s travel accident and directors’ and officers’ liability insurance policies. In addition, the Company allocates to each director an allowance of $20,000 (every two years) to reimburse costs associated with attending continuing education courses related to Board of Directors service. 38 2024 Proxy Statement WABASH NATIONAL CORPORATION Compensation Discussion and Analysis Compensation Highlights Our compensation program is designed to motivate our executives and other salaried employees to execute our business strategies and strive for higher Company performance, while maintaining our core values, as described in our Proxy Statement Summary. Although Wabash’s compensation program applies to most salaried employees, the following compensation discussion and analysis (“CD&A”) focuses on our compensation program and policies’ applicability to our Named Executive Officers, whom we refer to as NEOs. Our NEOs for 2023 are as follows: Brent L. Yeagy President and Chief Executive Officer Michael N. Pettit Dustin T. Smith Senior Vice President and Chief Financial Officer Senior Vice President, Chief Operating Officer* Kevin J. Page M. Kristin Glazner Senior Vice President, Chief Commercial Officer Senior Vice President, Chief Administrative Officer, Corporate Secretary** * Prior to December 8, 2023, Mr. Smith’s title was Senior Vice President, Chief Strategy Officer ** Ms. Glazner was appointed to Senior Vice President, Chief Administrative Officer in December 2023. She also continues to serve as General Counsel and Chief Human Resources Officer, which was her title prior to December 2023. Compensation Best Practices Highlighted below are certain executive compensation governance practices (that we employ and avoid) that support the needs of our business, drive performance and align with our stockholders’ long-term interests. These practices include: PRACTICES WE EMPLOY PRACTICES WE AVOID ✔ Pay for Performance ✔ Market Competitive Executive Severance/Change in Control Policy ✔ Annual Review of our Peer Group ✔ Engage Independent Compensation Consulting Firm ✘ Pledging, Hedging, and Short Sales of Our Stock ✘ Repricing Underwater Stock Options or Stock Appreciation Rights Without Stockholder Approval ✘ Employment Contracts ✘ Executive Pension Plans ✔ Annual NEO Performance and Pay Review ✘ Substantial Perquisites ✔ Rigorous Stock Ownership Requirements for Executives and Non-Employee Directors ✘ Having Non-Independent Directors on the Compensation Committee ✔ Incentive Compensation Designed to Discourage ✘ Single Trigger Change in Control Benefits Excessive Risk-Taking ✔ Compensation Recovery Policy WABASH NATIONAL CORPORATION 2024 Proxy Statement 39 Compensation Discussion and Analysis Summary of Compensation Elements Each component of Wabash’s compensation program is summarized in the table below. A more detailed discussion of each element can be found below under the heading “Compensation Program Elements.” COMPONENT Base Salary Short-Term Incentive Award Long-Term Incentive Award DESCRIPTION • Fixed cash compensation. • Takes into consideration executive’s level of responsibility, experience, knowledge and performance, internal equity considerations, and a competitive market assessment. WHERE REPORTED IN THE EXECUTIVE COMPENSATION TABLES • Summary Compensation Table – “Salary” column • Variable short-term incentive paid in cash based on annual performance against Company-wide financial goals. • Summary Compensation Table – “Non-Equity Incentive Plan Compensation” column • Purpose is to promote the achievement of • Grants of Plan-Based Awards short-term financial goals aligned with fiscal year operational objectives and stockholder interests. Table – “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column • Variable compensation delivered through a combination of Performance Stock Units and Restricted Stock Units. • Objectives are to create alignment with stockholder interests and promote achievement of longer-term financial and strategic objectives, reward executives for long-term growth and performance of the Company and encourage executive retention. • Summary Compensation Table – “Stock Awards” column • Grants of Plan-Based Awards Table – “Estimated Possible Payouts Under Equity Incentive Plan Awards” column • Outstanding Equity Awards at Fiscal Year-End table • Option Exercises and Stock Vested Table Perquisites • We provide limited perquisites to help us • Summary Compensation Table – remain competitive with the market. “All Other Compensation” column Retirement and Deferred Compensation Benefits • The NEOs participate in our 401(k) plan, • Summary Compensation Table – which includes a Company match, on the same terms as all other salaried employees. • A select group of employees, including the NEOs, can elect to defer their base salary and/or their annual cash bonus under our non- qualified deferred compensation plan. We partially match employee contributions when the performance of the Company allows. “All Other Compensation” column • Non-Qualified Deferred Compensation Table Potential Payments Upon Change in Control and Certain Terminations of Employment • Encourages executives to operate in the best interests of stockholders both before and after a Change in Control event. • Potential Payments on Termination or Change in Control Payment and Benefits Estimate Table • Provides market competitive benefits in the event of certain terminations of employment. Our 2023 Say-on-Pay Vote The Compensation Committee carefully considered the results of the Company’s “Say-on-Pay Vote” taken by stockholders at its 2023 Annual Meeting, and the Committee plans to continue to carefully consider the results of this vote each year. At the 2023 Annual Meeting, over 97% of the stockholder votes cast on the proposal were cast in favor of the resolution stating that the stockholders “approve the compensation of Wabash’s executive officers.” The Compensation Committee believes that the level of support indicated by this vote reflects favorably on the Company’s executive compensation program, which emphasizes “pay for performance,” even in the highly cyclical industry in which Wabash operates. 40 2024 Proxy Statement WABASH NATIONAL CORPORATION Compensation Discussion and Analysis Compensation Objectives and Philosophy The primary objectives and philosophy of our compensation programs are to (i) drive executive behaviors that maximize long-term stockholder value creation, (ii) attract and retain talented executive officers with the skills necessary to successfully manage and grow our business, and (iii) align the interests of our executive officers with those of our stockholders by rewarding them for strong Company performance. In support of these objectives, we: • Target NEO total compensation package competitive with peers – We regularly compare our NEOs’ total compensation levels, as well as the elements of our NEO pay, with companies of a similar industry, size and complexity; • Deliver a meaningful proportion of NEO compensation in share-based incentives – In 2023, approximately 65% of Mr. Yeagy’s total direct compensation (i.e., base salary, target short-term incentive and target long-term incentive), and on average 49% of the other NEOs’ total direct compensation, was targeted to be delivered in the form of restricted stock units and performance stock units, with a goal of driving sustainable stockholder value and strengthening alignment between NEO and stockholder interests; • Encourage NEOs to be long-term stockholders – In addition to delivering a significant portion of each of our NEO’s compensation in share-based compensation, we also require that each of our NEOs hold shares of our stock equal to a multiple of his or her base salary; and • Weight a significant portion of NEO compensation toward variable and performance-based pay elements – In 2023, approximately 83% of Mr. Yeagy’s total direct compensation, and on average 71% of the other NEOs’ total direct compensation, was targeted to be delivered in variable short-term (annual) or long-term incentive compensation. Yeagy Pettit Smith Base Salary 16.65% S h o r t T e r m Short Term Incentive 18.32% RSUs/PSUs 65.03% m r e T g n o L P erformance B a s e d 8 % 3 .4 RSUs/PSUs 50.78% m r e T g n o L Base Salary 28.13% Short Term Incentive 21.09% S h o r t T e r m P e rformance Bas e d 7 1 . 9 % g Term n o L P e r f o r m RSUs/PSUs 50.84% Base Salary 28.09% Short Term Incentive 21.07% S h o r t Term a n ce Based 71.9 % Page Glazner RSUs/PSUs 45.70% Base Salary 30.16% Short Term Incentive 24.13% S h o r t T e rm m r e T g n o L P e RSUs/PSUs 47.43% Base Salary 30.04% Short Term Incentive 22.53% S h o r t T e rm m r e T g n o L P r f o r m ance Based 6 9 . 8 % e r f or mance Base d 7 0 . 0 % WABASH NATIONAL CORPORATION 2024 Proxy Statement 41 Compensation Discussion and Analysis Compensation Methodology and Process The Compensation Committee, consisting of only independent members of the Board, is responsible for considering, recommending, and approving our incentive compensation plans and our equity-based plans for our executive officers. In connection with that work, the Compensation Committee annually reviews and approves the corporate goals and objectives relevant to the CEO’s and other executive officers’ compensation, evaluating their performance in light of those goals and objectives, and setting compensation levels based on the evaluations. In addition, the Compensation Committee annually reviews and recommends to the Board the forms and amounts of director compensation. To assist it in setting executive compensation for 2023, the Compensation Committee engaged Meridian, an independent compensation consultant, to help ensure that our compensation packages remain competitive with the market. Additional details about Meridian’s role are discussed below under the heading “The Role of the Independent Compensation Consultant.” In addition to reviewing the market data provided by Meridian, the Compensation Committee also considered the following factors when making compensation decisions for each of our NEOs in 2023: • The CEO’s evaluation of each of the other NEOs’ performance, as well as his recommendations for changes to the NEOs’ base salaries (if any) and annual and long-term incentive plan target award levels. Note that the Compensation Committee has the discretion to accept, reject or modify any of the CEO’s recommendations, and the NEOs are not present during these discussions; • Our Directors’ annual evaluation of the CEO’s performance, as obtained by the Nominating, Corporate Governance and Sustainability Committee, and delivered by the Compensation Committee; • The executive’s level of responsibility, experience, knowledge and performance during the prior year; • Internal pay equity; • The expected cost of the incentive plans to the Company and the present and future availability of shares under our equity plans; and • The results of our annual non-binding “say-on-pay” proposal, as discussed above under the heading “Our 2023 Say-On-Pay Vote.” The Role of Independent Compensation Consultant Our Compensation Committee retains an independent compensation advisor to provide compensation market data and generally review and advise the Compensation Committee regarding our compensation programs, policies and disclosures. As noted above, the Compensation Committee retained Meridian through August 2023 to provide these services, including providing the Compensation Committee with market and peer group data that it referenced when setting executive compensation levels for 2023. However, because the Compensation Committee had used Meridian as its consultant for several years, it decided during 2023 to initiate a Request for Proposal (RFP) process for an independent compensation consultant. After a thorough review process and evaluation of the responding candidates (including Meridian), the Compensation Committee decided to engage FW Cook as its independent compensation consultant beginning in August 2023. Meridian’s engagement during 2023 encompassed advisory services such as annual review of executive compensation philosophy, a competitive assessment of executive compensation levels and “pay-for-performance” linkage, executive cash and equity incentive program design, competitive assessment of non-employee director compensation, and other ad hoc support. Meridian worked at the direction of, and reported directly to, the Compensation Committee. Meridian did not provide any other services to Wabash. The Compensation Committee evaluated Meridian as a compensation consultant, taking into consideration all relevant factors required under NYSE listing standards, and determined, based on its analysis in light of all relevant factors, that the work of 42 2024 Proxy Statement WABASH NATIONAL CORPORATION Compensation Discussion and Analysis Meridian did not created any conflicts of interest, and that Meridian is independent pursuant to the independence standards set forth in the NYSE listing standards promulgated pursuant to Section 10C of the Exchange Act. As noted above, the Compensation Committee replaced Meridian with FW Cook effective in August 2023, and under its engagement letter, FW Cook will provide the same types of advisory services to the Compensation Committee that Meridian previously provided. FW Cook works at the direction of, and reports directly to, the Compensation Committee. FW Cook does not provide any other services to Wabash. The Compensation Committee has evaluated FW Cook as a compensation consultant, taking into consideration all relevant factors required under NYSE listing standards, and has determined, based on its analysis in light of all relevant factors, that the work of FW Cook has not created any conflicts of interest, and that FW Cook is independent pursuant to the independence standards set forth in the NYSE listing standards promulgated pursuant to Section 10C of the Exchange Act. Peer Group Analysis and Market Compensation Data As referenced above, the independent compensation consultant provides the Compensation Committee with market compensation data to help the Compensation Committee assess the competitiveness of total compensation for each NEO on an annual basis. However, the Committee does not use this data to specifically target a certain percentage or level of compensation for the NEOs compared to our peer groups. Rather, the Committee considers competitive peer group data as one significant factor in setting pay levels. Meridian provided the Compensation Committee with market data for purposes of setting 2023 compensation from the following two sources: (i) published proxies of companies specifically selected as proxy peer companies (the “Proxy Peer Group”), and (ii) the proprietary Equilar database. In setting 2023 compensation, the Committee utilized data from the Proxy Peer Group as the primary data source to assess the competitive positioning for the CEO and CFO’s target compensation. Given the limited data available from proxies for other positions, the Committee utilized information from the Equilar database as the primary data source to assess market competitiveness of the other NEOs’ compensation. Data from the Equilar database was considered a secondary data source for the CEO and CFO positions. With respect to the Equilar database, we pull data for all companies that are in machinery and auto components industries with revenues equal to 1/3-3x that of our Company. The Compensation Committee reviews the companies included in our Proxy Peer Group annually with the help of the independent compensation consultant to confirm that it continues to be an appropriate comparator group based on industry, revenue, complexity, and market capitalization, and makes annual adjustments as necessary. Meridian assisted the Compensation Committee with this review for 2023. The companies that make up the Proxy Peer Group for 2023 are: 2023 PROXY PEER GROUP A.O. Smith Corporation EnPro Industries, Inc. Meritor, Inc. Allison Transmission Holdings, Inc. Federal Signal Corporation Modine Manufacturing Company Barnes Group Greenbrier Companies, Inc. Nordson Corp. Chart Industries, Inc. Harsco Corporation Commercial Vehicle Group, Inc. IDEX Corporation Cooper-Standard Holdings Inc. ITT, Inc. Donaldson Company, Inc. LCI Industries The Shyft Group, Inc. Titan International, Inc. Trinity Industries, Inc. Woodward, Inc. WABASH NATIONAL CORPORATION 2024 Proxy Statement 43 Compensation Discussion and Analysis As shown in the table below, the companies in the Proxy Peer Group are similar to Wabash in terms of revenue and market capitalization: Proxy Peer Group Range Median $2.313 billion Wabash National Corporation $2.151 billion Compensation Program Elements REVENUE* MARKET CAPITALIZATION** $964 million – $5.559 billion $74 million – $15.866 billion $2.517 billion $886 million The following information describes, in detail, each element of our executive compensation program for 2023, including a discussion of performance metrics and compensation levels. It is intended that this information be read in conjunction with the information provided in the tables that follow this CD&A. Base Salary Base salaries are intended to provide a stable source of compensation for each of our NEOs. In determining salary levels for each of our NEOs, the Committee takes into consideration a competitive market assessment provided to it by Meridian, the NEO’s individual performance, level of responsibility, experience and knowledge, as well as each NEO’s current salary as compared to the other NEOs and officers of the Company. The following table shows the changes that the Committee made to the NEOs’ 2023 base salaries compared to their base salaries in effect at the end of 2022. All base salary increases were effective as of March 5, 2023. NAME Mr. Yeagy Mr. Pettit Mr. Smith Mr. Page Ms. Glazner 2023 ANNUAL BASE SALARY % INCREASE FROM 2022 $1,050,000 $540,000 $525,000 $495,000 $475,000 6.6% 10.2% 5.0% 12.5% 8.0% As shown in the table above, the Committee approved increases for each of the NEOs, in each case in recognition of the NEO’s performance during the preceding year and to better align the NEO’s base salary with the competitive market data. Management Incentive Plan Our short-term incentive plan, which we call our Management Incentive Plan, or MIP, is designed to reward participants (which include each of the NEOs as well as other key executives and employees) with a cash bonus for meeting or exceeding threshold financial and other performance goals during a calendar year. At the beginning of each year, we establish a target MIP rate for each participant, which is equal to the percentage of the participant’s base salary that he or she will receive as a cash bonus if the MIP goals are achieved at target. However, the actual bonus received may be higher or lower, depending on our financial performance against pre-established performance metrics, which are described in more detail below. We also have the ability, in our discretion, to decrease (or completely eliminate) a participant’s MIP bonus if he or she fails to meet his or her personal performance criteria reviewed during the Company’s employee performance review process. 44 2024 Proxy Statement WABASH NATIONAL CORPORATION Compensation Discussion and Analysis MIP Target Rates After review and consideration of peer group data and discussion with Meridian, the Committee approves target MIP rates for each of our NEOs, expressed as a percentage of base salary. The 2023 target MIP rates for each NEO were as follows: Mr. Yeagy Mr. Pettit Mr. Smith Mr. Page Ms. Glazner 2023 TARGET MIP RATE 110% 75% 75% 80% 75% For 2023, we increased Mr. Yeagy’s target MIP rate from 100% to 110%, Mr. Page’s from 70% to 80%, and Mr. Smith’s and Ms. Glazner’s from 70% to 75%, in each case, to more closely align the NEO’s MIP opportunity with competitive market practice. Performance Metrics and Results for the 2023 MIP Payouts under our 2023 MIP were based 70% on annual Operating Income and 30% on average monthly Net Working Capital as a Percentage of Sales (“NWC”). The Committee chose to continue to use Operating Income because it believes it is an important indicator of profitability, future growth and stock performance. The Committee chose to continue to use NWC because operational efficiency and cash flow drives NWC performance, making NWC well suited as an annual performance metric since those are items that management can impact over a shorter time-horizon. We defined Operating Income and NWC under the 2023 MIP as follows: • Operating Income means income from operations during 2023 as reported in our financial statements. • Net Working Capital as a Percentage of Sales is calculated as a 13-point monthly average beginning with December 2022 and ending with December 2023, and equals the quotient of (a) total accounts receivable plus inventory minus accounts payable minus customer deposits, divided by (b) net sales, as reported in our financial statements. Pursuant to the terms of the 2023 MIP, the levels of achievement of Operating Income and NWC are determined after adjusting results to exclude any cumulative effects of the following items, which are generally outside of management’s control or are atypical and outside the Compensation Committee’s purview when establishing the performance goals: changes in GAAP during the year; the transaction costs (including legal, due diligence and investment banking expenses) of any merger, acquisition or divestiture consummated during the performance period that has a total purchase or sale price of more than $20 million; any asset write-down or goodwill impairment expense during the performance period that exceeds $3 million; and the effects of items that are either of an unusual nature or infrequently occurring, as described in Financial Accounting Standards Board Accounting Standards Update No. 2015-01. In addition, the 2023 MIP provides that Operating Income should be adjusted to exclude the cumulative effect of changes in applicable tax laws resulting in a discrete item of tax expense or benefit to the Company during the year and expenses associated with judgments or the settlement of any claims during the year that exceeded $3 million. For 2023, we did not make any such adjustments to Operating Income or NWC. Both the Operating Income and the NWC performance metrics under the MIP may be achieved at a threshold, target or maximum level. The threshold, target and maximum goals were based on various outcomes considered by the Compensation Committee, with the target amounts reflecting the Company’s operating budget approved by the Board. WABASH NATIONAL CORPORATION 2024 Proxy Statement 45 Compensation Discussion and Analysis Because annual targets for performance goals are set at levels based on our expected financial performance for the year, the Committee believes that paying at 200% of a performance metric’s target for superior performance (set at 125% of the Operating Income target goal and 85% of the NWC target goal under the Board-approved operating budget) provides appropriate incentive to achieve outcomes clearly exceeding target expectations. However, by establishing a maximum performance goal and capping the potential payout at 200% for achievement of such performance, the Committee believes this reduces the risk that executives might be motivated to pursue excessively high short-term results to maximize short-term payouts, at the expense of the long-term performance of the Company. The Committee further believes that threshold amounts, which are set at 75% of the Operating Income target goal and 115% of the NWC target goal under the Board-approved operating budget, represent sufficient performance to warrant incentive compensation, and that a potential payout equal to 35% of target is appropriate for such an achievement level. If the threshold level of performance for a particular goal is not achieved, the payout for that goal is zero. Actual MIP payouts are interpolated for performance between threshold and target or target and maximum. The chart below details the goals necessary for the NEOs to achieve MIP payout in 2023: THRESHOLD (35%) TARGET (100%) MAXIMUM (200%) ACTUAL % ACHIEVED Corporate Operating Income (“OI”) 70% of MIP Award Net Working Capital as a Percentage of Sales (“NWC”) 30% of MIP Award $165.0 million $220 million $275 million $311.9 million 200.0% 11.5% 10.0% 8.5% or less 11.2% 48.0% Based on the results shown above, the NEOs each received an MIP payout for 2023 equal to 154.4% of target. Long-Term Incentive Plan Our Long-Term Incentive Plan, or LTI Plan, is designed to reward our executives, including the NEOs, for increasing stockholder value. It is also intended to be used as an attraction and retention tool in recruiting and promoting executive talent. Consistent with past practice, the Compensation Committee made annual LTI grants to the NEOs in February 2023 after the release of 2022 year-end financial results in connection with a regularly scheduled meeting of the Compensation Committee. For 2023, the Compensation Committee granted a mix of Performance Share Units (PSUs) and Restricted Stock Units (RSUs) to each of the NEOs. As in 2022, the Compensation Committee decided to split each NEO’s target LTIP award value for 2023 equally between RSUs and PSUs. The allocation reflects the Company’s continued focus on executive retention given the current labor market and the challenges of setting multiple-year financial performance goals due to ongoing economic uncertainties. The Committee believes this mix is also appropriate to emphasize its goals of encouraging stock ownership in Wabash, focusing NEOs on long- term growth in stockholder value and setting compensation that is reflective of market practice. 46 2024 Proxy Statement WABASH NATIONAL CORPORATION Compensation Discussion and Analysis Determining LTI Award Values In February 2023, the Compensation Committee established the target LTI grant value for each NEO, based on the following factors: level of responsibility, individual performance, peer group data, and the number of shares available under the 2017 Omnibus Incentive Plan. The LTI target grant value that the Compensation Committee established for each of the NEOs in February 2023 was as follows: Mr. Yeagy Mr. Pettit Mr. Smith Mr. Page Ms. Glazner 2023 LTI TARGET GRANT VALUE $4,100,000 $ 975,000 $ 950,000 $ 750,000 $ 750,000 To determine the total number of RSUs and PSUs to grant to each NEO, we divide the LTI Target Grant Value set forth above by the closing price of our Common Stock on the date of grant, and then we grant half that amount as RSUs and the other half as PSUs. Note that the amount reported in the “Stock Awards” column of the Summary Compensation Table reflects the grant date fair value of the RSUs and PSUs determined in accordance with FASB ASC Topic 718, which may be different that the target grant values reported above. Summary of Terms of PSUs and RSUs The general terms for the PSUs and RSUs awarded to the NEOs in 2023 are listed below: PSUs RSUs Performance Metrics • Relative Total Stockholder Return None Performance Period • Three years (2023-2025) for None (“RTSR”) • Return on Invested Capital (“ROIC”) Vesting Period Forfeiture/Settlement RTSR • Three years (2023-2025) for ROIC Earned awards, if any, vest in full on third anniversary of the grant date Earned only upon achievement of at least threshold performance level, and paid out in Wabash Common Stock upon vesting Award vests in full on third anniversary of the grant date Forfeitable until vesting date, at which time they are settled in Wabash Common Stock WABASH NATIONAL CORPORATION 2024 Proxy Statement 47 Compensation Discussion and Analysis Performance Share Unit Performance Metrics The Committee decided to use the same performance metrics and weighting for the 2023 PSUs as those used in the 2022 and 2021 PSUs, as summarized in the table below: PSUS GRANTED IN 2021, 2022 AND 2023 METRIC Relative Total Stockholder Return (“RTSR”) Return on Invested Capital (“ROIC”) WEIGHTING 75% 25% The Committee retained RTSR because, among other things, it emphasizes the Company’s focus on long-term stockholder value creation and outperformance versus peers. ROIC was also retained to incentivize the achievement of above-market returns on our cost of capital and to balance the earnings measure in our MIP with a balance sheet measure. RTSR and ROIC are each measured independently of the other in calculating whether LTI Plan participants will earn the PSUs attributable to such metric. However, if the price of our common stock increases by more than a multiple of four between the grant date of the award and the settlement date, then the total number of shares issued in settlement of the PSUs will be reduced by taking the number of shares that would otherwise be issued absent any limitation and multiplying it by a fraction, the numerator of which is four times the fair market value of a share on the date of grant of the PSUs, and the denominator of which is the fair market value of a share on the date immediately before settlement of the award. Relative Total Stockholder Return RTSR measures our total stockholder return against the total stockholder return of our peers. For the 2023 grants, RTSR will be measured relative to a group of similarly cyclical companies over a three-year period, as the Committee believes this is the fairest way to track and reward Company performance with regard to stockholder return in a highly-cyclical industry. RTSR performance will be measured in relation to the following “Cyclical Peer Group”: Blue Bird Corporation Commercial Vehicle Group Douglas Dynamics, Inc. EnPro Industries, Inc. Federal Signal Corp. Flowserve Corporation The Greenbrier Companies, Inc. LCI Industries The Manitowoc Company, Inc. Modine Manufacturing Co. Oshkosh Corp. PACCAR Inc. Patrick Industries, Inc. REV Group, Inc. The Shyft Group, Inc. Terex Corporation The Timken Co. Trinity Industries, Inc. Winnebago Industries, Inc. The Cyclical Peer Group companies were approved by the Committee following a review of Meridian’s analysis, which includes assessment of industry relevance, operational and financial similarity, historical stock price correlation and stock price volatility among these companies as compared to that of Wabash. In the event any Cyclical Peer Group company ceases to be an independent, publicly traded company, or enters into a definitive agreement to be acquired by a non-publicly traded company during the performance period, then such company will be removed from the Cyclical Peer Group. A Cyclical Peer Group company that files for bankruptcy at any time during the performance period will remain in the Cyclical Peer Group but and will be deemed to have a total stockholder return of -100%. 48 2024 Proxy Statement WABASH NATIONAL CORPORATION Compensation Discussion and Analysis The Company must achieve an RTSR that puts it at the 25th percentile or above within the Cyclical Peer Group by the end of the three-year performance period for the NEOs to earn at least 50% of the PSUs tied to the RTSR metric. The chart below details the potential RTSR award rates for various percentile ranking. Performance that is between the performance levels set forth below will be interpolated. Wabash Ranking Against Cyclical Peer Group 80th or Greater Percentile 50th Percentile 25th Percentile % of PSUs Earned 200% (Maximum) 100% (Target) 50% (Threshold) Return on Invested Capital Return on Invested Capital for purposes of the 2023 PSUs will be measured as the three-year average of the trailing 36-month net operating profit after tax on December 31, 2025 divided by the average of month-end invested capital (excluding cash) for each month beginning December 31, 2021 and ending December 31, 2024, but adjusted to exclude the following items, which are generally outside of management’s control or are atypical and outside the Compensation Committee’s purview when establishing the performance goals: any cumulative effects of changes in GAAP during the performance period; cumulative effect of changes in applicable tax laws resulting in a discrete item of tax expense or benefit to the Company during the performance period; the transaction costs (including legal, due diligence and investment banking expenses) of any merger, acquisition or divestiture consummated during the performance period that has a total purchase or sale price of more than $30 million; any asset write-down or goodwill impairment expense during the performance period that exceeds $3 million; expenses associated with judgments or the settlement of any claims during the performance period that exceed $3 million; and the effects of items that are either of an unusual nature or infrequently occurring, as described in Financial Accounting Standards Board Accounting Standards Update No. 2015-01. The chart below shows the level of ROIC performance that is necessary for the NEOs to earn the PSUs tied to such metric: ROIC 19% 14% 11% % OF PSUs EARNED 200% (Maximum) 100% (Target) 50% (Threshold) Results below the threshold level will result in no portion of the ROIC PSUs being earned. If performance results are between the threshold and target, or target and maximum, performance levels set forth above, then the percent of PSUs earned will be interpolated. Payout of 2021 PSUs With Performance Cycle Ending December 31, 2023 During 2021, we granted PSUs having a performance period which ended on December 31, 2023 under the 2021 LTI Plan. As noted below, the PSUs under the 2021 LTI Plan were based 75% on RTSR and 25% on ROIC. The RTSR was measured over the three-year period beginning January 1, 2021 and ending December 31, 2023, and the ROIC portion was measured over a two-year period beginning January 1, 2022 and ending December 31, 2023. WABASH NATIONAL CORPORATION 2024 Proxy Statement 49 Compensation Discussion and Analysis The chart below details the performance goals and achievement levels of the goals for the PSUs issued under the 2021 LTI Plan: METRIC WEIGHT ACTUAL RESULTS PERFORMANCE LEVEL ACHIEVED % PSUs TIED TO METRIC EARNED RTSR 75% 7th Within Peer Group ROIC 25% 24.3% Exceed Target of 50th Percentile but Below Maximum of 80th Percentile Exceed Maximum of 15% 155.6% 200% As a result, each NEO earned 166.7% of the total targeted number of PSUs granted to them in February 2021. Each earned PSU vested on February 19, 2023 for the NEOs still employed by us on such date, which was three years from the original date of grant. Upon vesting, each NEO received one share of the Company’s Common Stock for each fully vested PSU. Our 2021 LTIP included similar adjustment provisions for measuring ROIC to those described above for the 2023 PSUs. Perquisites We offer our NEOs various perquisites that the Committee believes, based on its annual compensation review, are reasonable to remain competitive. These perquisites constitute a small percentage of total compensation, and, for 2023, included only executive physicals, a gross up on such benefit, and coverage of the travel expenses for an NEO’s spouse on certain business trips. For more information on these perquisites and to whom they are provided, see footnote 3 to the Summary Compensation Table. In addition to the items reported in the Summary Compensation Table, NEOs, as well as other Company employees, are provided access to seats at a local sporting venue for personal use when not occupied for business purposes, in each case at no incremental cost to the Company. Retirement and Deferred Compensation Benefits Retirement Benefit Plan The Company has adopted a Retirement Benefit Plan that is applicable to our NEOs. The purpose of the plan is to clearly define benefits that are to be provided to qualified employees who retire from the workforce after service to the Company. Additional information regarding this Plan, including definitions of key terms and a quantification of retirement benefits, is set forth below in the section entitled Potential Payments on Termination or Change in Control. Tax-qualified Defined Contribution Plan We maintain a tax-qualified defined contribution plan in the form of a traditional 401(k) plan with a Roth 401(k) option, either of which is available to a majority of the Company’s employees, including the NEOs. When the Company’s financial performance allows, the Company matches dollar-for-dollar the first 3% of compensation an employee places into these plans, and matches one-half of the next 2% contributed by the employee to the plan, up to federal limits. Any annual Company matches are reported under the “All Other Compensation” column, and related footnote 3 of the Summary Compensation Table. 50 2024 Proxy Statement WABASH NATIONAL CORPORATION Compensation Discussion and Analysis Deferred Compensation Benefits We maintain a non-qualified deferred compensation plan that allows eligible highly-compensated employees, including the NEOs, to voluntarily elect to defer receipt of all or a part of their cash compensation (base salary and MIP payouts). The Company matches dollar-for-dollar the first 3% of compensation an employee places into the non-qualified deferred compensation plan, and matches one-half of the next 2% the employee contributes to the plan, up to a maximum of 5% of the participant’s deferred earnings. Any annual Company matches are reported under the “All Other Compensation” column and related footnote 3 of the Summary Compensation Table. Participants may elect to invest amounts deferred under this program into one or more investment funds available under the plan from time to time. We do not guarantee earnings on any investments or otherwise pay any above market earnings on participants’ accounts. Participants may elect to receive the funds in a lump sum or in up to 10 annual installments following retirement, as well as limited in-service distributions. The deferred compensation plan is unfunded and subject to forfeiture in the event of bankruptcy. We make the non-qualified deferred compensation plan available to our highly-compensated employees as a means to attract, retain, and motivate employees by providing an additional method to save for retirement and a mechanism to defer taxation on a portion of compensation. Similar deferred benefits are commonly offered by companies with whom we compete for talent. For additional information, see the Non-Qualified Deferred Compensation Table below. Severance and Change in Control Benefits Executive Severance Plan We maintain the Wabash National Corporation Executive Severance Plan (the “ESP”), which provides severance protections to certain executives who are designated by the Compensation Committee as eligible to participate in the ESP, including all of the NEOs. The ESP is not intended to duplicate any benefits that may be provided under other Company compensation plans or arrangements, but rather to provide benefits to certain executives who agree to execute a release, non-compete, and non-solicitation agreement with the Company upon non-cause based terminations. For additional information regarding the ESP, including definitions of key terms and benefits, see the section below entitled Potential Payments on Termination or Change in Control. Change in Control Plan We have adopted a Change in Control Plan applicable to NEOs as well as other executives of the Company who are specifically designated by our Board of Directors. We determined that this plan was appropriate based on the prevalence of similar plans within the market, as well as the dynamic nature of the business environment in which we operate. We also believe the Change in Control Plan is an appropriate tool to motivate executive officers to exhibit the proper behavior when considering potential business opportunities because defining compensation and benefits payable under various merger and acquisition scenarios enable the NEOs to set aside personal financial and career objectives and focus on maximizing stockholder value. Furthermore, the Change in Control Plan encourages continuity of the leadership team through the completion of the change in control because the plan does not provide any benefits as the result of an NEO’s voluntary termination of employment. Additional information regarding the Change in Control Plan, including definitions of key terms and a quantification of benefits that would be received assuming a triggering event on December 31, 2023, is set forth below in the Potential Payments on Termination or Change in Control — Payment and Benefit Estimates table. WABASH NATIONAL CORPORATION 2024 Proxy Statement 51 Compensation Discussion and Analysis Executive Stock Ownership Guidelines Our stock ownership guidelines encourage our executive officers to maintain a certain equity stake in the Company, which aligns their interests with those of other stockholders. Our current stock ownership guidelines provide that each executive is required to hold 100% of the net number of Company shares received through the Company’s incentive compensation plans, meaning the total number of shares received less the number of shares that would need to be sold, withheld, or tendered to pay withholding taxes and, if applicable, the exercise price of stock options (the “Executive Holding Requirement”) until the executive achieves the target ownership levels set for his/her position. Once a Company executive has achieved his/her stated target ownership level, s/he is no longer required to adhere to the Executive Holding Requirement, unless and until his/her ownership level falls below the target. The target ownership levels are as follows: CEO CFO, COO Five (5) times base salary Three (3) times base salary Other Executive Officers Two-and-one-half (2 1/2) times base salary For purposes of calculating target ownership levels, the following types of Company shares are counted: stock owned by the executive (including through retirement plans); vested and unvested restricted stock and restricted stock units; and performance stock units deemed earned, but not yet vested. Company executives are required to comply with the guidelines and the Executive Holding Requirement immediately upon hire or promotion and the Compensation Committee reviews compliance with the guidelines on a periodic basis. As of December 31, 2023, all our NEOs were in compliance with the guidelines, either because each NEO had met his or her target ownership level or because he or she was adhering to the Executive Holding Requirement. Insider Trading Policy and Anti-Hedging Rules We maintain an Insider Trading Policy that applies to all our employees, including our NEOs, and directors, which prohibits them from trading in our securities at times when they have material, non-public information about our Company’s affairs. Our Insider Trading Policy also includes anti-hedging rules, which prohibits certain executive officers, including our NEOs, and other employees from engaging in, directly or indirectly: • selling short our Common Stock; • pledging of Company securities and/or holding Company securities in margin accounts; and • transactions in derivative securities (including put and call options), zero-cost collars, equity swaps, exchange funds and forward sale contracts, or any other hedging and/or offsetting transactions regarding our Common Stock that allow the holder to limit or eliminate the risk of a decrease in the value of the Company’s securities. The following is a list of the specific current employees that are covered by the anti-hedging rules in our Insider Trading Policy: (1) all directors and executive officers as defined under Section 16 of the Exchange Act, (2) all direct reports to our CEO, (3) all Directors of Finance, (4) all Financial Reporting Department employees, (5) all Tax and Treasury Department employees, (6) all employees regularly and routinely involved in corporate-wide business development and/or mergers and acquisitions activities and reviews, and (7) all executive assistants to the CEO, CFO, General Counsel and certain other senior officers and managers. In addition, the Company may deem additional persons to be temporarily subject to the anti-hedging rules based upon certain activities or circumstances in its discretion. 52 2024 Proxy Statement WABASH NATIONAL CORPORATION Compensation Discussion and Analysis Compensation Recovery Policy During 2023, we adopted a compensation recovery policy designed to comply with the SEC’s recently issued regulations and the implementing New York Stock Exchange listing standards. This policy provides that, if we are required to prepare a qualifying accounting restatement, then, unless an exception applies, we will recover reasonably promptly the excess of (1) the amount of incentive-based compensation received by a person who served as a covered officer at any time during the applicable performance period during the three completed years immediately preceding the date we are required to prepare the accounting restatement over (2) the amount that would have been received had it been determined based on the restated financials. Compensation Risk Assessment Our Compensation Committee is responsible for assessing our compensation policies and practices for all employees, including non-executive officers, to determine if the risks arising from these programs are reasonably likely to have a material adverse effect on the Company. The Compensation Committee meets at least annually with our management and the Committee’s independent compensation consultant to review and discuss any potential risks related to our employee compensation plans and programs. Among other things, the Compensation Committee evaluates our pay philosophy, balance of cash and equity compensation, balance of long-term and short-term performance periods in our plans and programs, our use of absolute and relative performance metrics that encourage management to act in the long-term interest of our shareholders, and the payout curves for our incentive plans. The Compensation Committee also considers our governance and administrative practices related to our incentive plans, such as our stock ownership guidelines, clawback policy, and anti-hedging and pledging policies. Based on its review, the Compensation Committee has determined that there are no risks arising from our compensation programs that are reasonably likely to have a material adverse effect on the Company. WABASH NATIONAL CORPORATION 2024 Proxy Statement 53 Compensation Committee Report The Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement. Based on the review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Wabash National Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (including through incorporation by reference to this Proxy Statement). COMPENSATION COMMITTEE John G. Boss, Chair Larry J. Magee Ann D. Murtlow Sudhanshu Priyadarshi Scott K. Sorensen 54 2024 Proxy Statement WABASH NATIONAL CORPORATION Executive Compensation Tables In this section, we provide tabular and narrative information regarding the compensation of our NEOs for the fiscal year ended December 31, 2023. Summary Compensation Table for the Year Ended December 31, 2023 The following table summarizes the compensation of the NEOs for the year ended December 31, 2023 and for the years ended December 31, 2022 and 2021. NAME AND PRINCIPAL POSITION YEAR SALARY BONUS STOCK AWARDS (1) NON-EQUITY INCENTIVE PLAN COMPENSATION (2) ALL OTHER COMPENSATION (3) TOTAL Brent L. Yeagy President, Chief Executive Officer, Director Michael N. Pettit Senior Vice President and Chief Financial Officer Dustin T. Smith Senior Vice President, Chief Operating Officer Kevin J. Page Senior Vice President, Chief Commercial Officer M. Kristin Glazner Senior Vice President, Chief Administrative Officer, Corporate Secretary 2023 $1,037,500 $ — $4,657,736 $1,783,320 $134,646 $7,613,202 2022 $ 978,269 $ — $4,078,439 $1,211,156 $108,787 $6,376,651 2021 $ 938,461 $ — $3,500,453 $ 107,350 $ 59,716 $4,605,980 2023 $ 530,385 $ — $1,107,610 $ 625,320 $ 65,819 $2,329,134 2022 $ 477,500 $ — $ 992,098 $ 451,878 $ 57,461 $1,978,937 2021 $ 416,923 $ — $ 877,808 $ 33,618 $ 35,322 $1,363,671 2023 $ 520,192 $ — $1,079,251 $ 607,950 $ 65,891 $2,273,284 2022 $ 487,500 $ — $ 992,098 $ 430,360 $ 52,371 $1,962,329 2021 $ 430,385 $ — $ 640,858 $ 34,409 $ 35,636 $1,141,288 2023 $ 484,423 $ — $ 852,001 $ 611,424 $ 63,211 $2,011,059 2022 $ 430,385 $ — $ 771,609 $ 378,716 $ 50,621 $1,631,331 2021 $ 380,769 $ — $ 538,538 $ 30,849 $ 33,434 $ 983,590 2023 $ 468,269 $ — $ 852,001 $ 550,050 $ 60,457 $1,930,777 2022 $ 432,308 $ — $ 771,609 $ 378,716 $ 48,501 $1,631,134 2021 $ 391,923 $ — $ 625,165 $ 31,640 $ 34,002 $1,082,730 (1) Amounts represent the aggregate grant date fair value of grants of RSUs and PSUs made to each NEO during 2023 under the Company’s 2023 LTI Plan, as computed in accordance with FASB ASC Topic 718, which (1) excludes the effect of estimated forfeitures and (2) assumes that the PSUs are earned at Target. The amounts shown for the PSU awards at the “Target” performance levels are as follows: Mr. Yeagy – $ 2,607,728; Mr. Pettit – $620,119; Mr. Smith – $604,241; Mr. Page – $ 477,008; and Ms. Glazner – $ 477,008. If the Company achieves “Maximum” performance levels for both PSU performance metrics, then the value of the PSUs would be as follows: Mr. Yeagy – $ 4,100,016; Mr. Pettit – $ 974,981.; Mr. Smith – $950,019; Mr. Page – $ 749,986; and Ms. Glazner – $ 749,986. Further information regarding the valuation of equity awards can be found in Note 16 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. (2) Represents amounts paid pursuant to our MIP. WABASH NATIONAL CORPORATION 2024 Proxy Statement 55 Executive Compensation Tables (3) Amounts in this column consist of the following amounts: NAME Brent L. Yeagy Michael N. Pettit Dustin T. Smith Kevin J. Page M. Kristin Glazner COMPANY CONTRIBUTIONS TO DEFINED CONTRIBUTION PLANS (a) EXECUTIVE PHYSICAL (b) OTHER (c) TOTAL ALL OTHER COMPENSATION $126,033 $6,185 $2,428 $134,646 $ 59,664 $6,175 $ — $ 65,819 $ 58,326 $6,177 $1,388 $ 65,891 $ 57,034 $ 53,933 $6,177 $6,524 $ $ — — $ 63,211 $ 60,457 (a) (b) Includes Company matches of amounts deferred by an NEO into the Company’s 401(k) and non-qualified deferred compensation plans. Includes a tax gross up on the reimbursement of the executive physical for the following amounts: Mr. Yeagy – $1,185; Mr. Pettit – $1,175; Mr. Smith – $1,177; Mr. Page – $1,177; Ms. Glazner – $1,524. (c) Represents the value of Company paid travel expenses for the NEO’s spouse to attend various business trips. 56 2024 Proxy Statement WABASH NATIONAL CORPORATION Executive Compensation Tables Grants of Plan-Based Awards for the Year Ended December 31, 2023 The following table summarizes the awards we made under our MIP and LTI Plan to our NEOs in 2023. ESTIMATED POSSIBLE PAYOUTS UNDER NON- EQUITY INCENTIVE PLAN AWARDS (1) ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) NAME GRANT DATE (1) THRESHOLD ($) (35%) TARGET ($) (100%) MAXIMUM ($) (200%) THRESHOLD (#) (50%) TARGET (#) (100%) MAXIMUM (#) (200%) Brent L. Yeagy $404,250 $1,155,000 $2,310,000 ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (3) (#) GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS (4) ($) 2/15/2023 2/15/2023 35,890 71,779 143,558 $2,607,728 71,779 $2,050,008 Michael N. Pettit $141,750 $ 405,000 $ 810,000 2/15/2023 2/15/2023 8,535 17,069 34,138 $ 620,119 17,069 $ 487,491 Dustin T. Smith $137,813 $ 393,750 $ 787,500 2/15/2023 2/15/2023 8,316 16,632 33,264 $ 604,241 16,632 $ 475,010 Kevin J. Page $138,600 $ 396,000 $ 792,000 2/15/2023 2/15/2023 6,565 13,130 26,260 $ 477,008 13,130 $ 374,993 M. Kristin Glazner $124,688 $ 356,250 $ 712,500 2/15/2023 2/15/2023 6,565 13,130 26,260 $ 477,008 13,130 $ 374,993 (1) (2) (3) (4) These columns show potential cash payouts under our 2023 MIP as described in the section titled “Management Incentive Plan” in the CD&A. The amount shown as the “threshold” payout assumes both performance goals under the 2023 MIP were achieved at the threshold level, though actual payouts could be less. Represents the potential payout range of PSUs granted in 2023 pursuant to the 2017 Omnibus Incentive Plan. Represents the number of RSUs granted in 2023 pursuant to the 2017 Omnibus Incentive Plan. The amounts shown in this column represent the grant date fair market value of the PSUs and RSUs, as determined pursuant to FASB ASC Topic 718, excluding the effect of estimated forfeitures. The amount reported for the PSUs represents the grant date fair value assuming the target performance goals were met. WABASH NATIONAL CORPORATION 2024 Proxy Statement 57 Executive Compensation Tables Outstanding Equity Awards as of December 31, 2023 The following table summarizes all equity awards that were granted in 2023 and prior years that remain outstanding as of December 31, 2023. NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) GRANT DATE OPTION EXERCISE PRICE OPTION EXPIRATION DATE NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT YET VESTED (#) (1) MARKET VALUE OF SHARES OF STOCK THAT HAVE NOT VESTED ($) (2) EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) (3) EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT YET VESTED ($) (2) — — 2/17/2015 1,500 — — — — — — — — — — — — — — — — 437,609 $11,211,535 249,762 $6,398,902 $14.16 2/17/2025 — — — — — — — — — 108,004 $ 2,767,057 60,559 $1,551,522 — 90,042 $ 2,306,874 60,340 $1,545,911 — 73,192 $ 1,875,170 47,027 $1,204,832 — 77,218 $ 1,978,314 47,027 $1,204,832 NAME Brent L. Yeagy Michael N. Pettit Dustin T. Smith Kevin J. Page M. Kristin Glazner 58 2024 Proxy Statement WABASH NATIONAL CORPORATION Executive Compensation Tables (1) This column includes all outstanding RSUs plus the PSUs for which the performance period was completed as of December 31, 2023, but that remained unvested and subject to a continued employment requirement. The vesting dates of these awards are as follows: NAME VESTING DATE NUMBER OF UNITS Brent L. Yeagy Michael N. Pettit Dustin T. Smith Kevin K. Page M. Kristin Glazner 2/18/2024 2/16/2025 2/15/2026 2/18/2024 2/16/2025 2/15/2026 2/18/2024 2/16/2025 2/15/2026 2/18/2024 2/16/2025 2/15/2026 2/18/2024 2/16/2025 2/15/2026 258,894* 106,936 71,779 64,923* 26,012 17,069 47,398* 26,012 16,632 39,831* 20,231 13,130 43,857* 20,231 13,130 * Combines the RSUs and earned PSUs that were granted on 2/18/2021. (2) Market value is equal to the closing price of our common stock on December 29, 2023 (the last trading day of the year) as reported on the NYSE ($25.62 per share), times the number of unvested shares. (3) The number of PSUs shown in this column reflects the maximum performance level for the 2022 awards and the threshold performance level for the 2023 awards in accordance with SEC regulations requiring that the number of PSUs shown be based on achieving threshold performance goals or, if the previous fiscal year’s performance has exceeded the threshold, the next higher performance measure (target or maximum) that exceeds the previous fiscal year’s performance. The vesting dates for these awards are as follows: NAME VESTING DATE NUMBER OF UNITS Brent L. Yeagy Michael N. Pettit Dustin T. Smith Kevin K. Page M. Kristin Glazner 2/16/2025 2/15/2026 2/16/2025 2/15/2026 2/16/2025 2/15/2026 2/16/2025 2/15/2026 2/16/2025 2/15/2026 213,872 35,890 52,024 8,535 52,024 8,316 40,462 6,565 40,462 6,565 WABASH NATIONAL CORPORATION 2024 Proxy Statement 59 Executive Compensation Tables Option Exercises and Stock Vested During 2023 The following table sets forth information concerning the exercise of options and the vesting of stock awards during 2023 by each of the NEOs: NAME Brent L. Yeagy Michael N. Pettit Dustin T. Smith Kevin K. Page M. Kristin Glazner OPTION AWARDS STOCK AWARDS NUMBER OF SHARES ACQUIRED ON EXERCISE (#) VALUE REALIZED ON EXERCISE ($) (1) NUMBER OF SHARES ACQUIRED ON VESTING (#) VALUE REALIZED ON VESTING ($) (2) — 510 2,267 — 750 — 249,645 $7,039,989 $ 7,096 $30,105 — $10,148 71,390 51,243 39,418 32,849 $2,013,198 $1,445,053 $1,111,588 $ 926,342 (1) Calculated as the number of shares received on exercise multiplied by the difference between the market price of our stock at the time of exercise and the exercise price of the options. (2) Calculated as the number of shares vested multiplied by the market price of stock on the date of vesting. Non-Qualified Deferred Compensation The table below sets forth, for each NEO, information regarding participation in our non-qualified deferred compensation plan. NAME Brent L. Yeagy Michael N. Pettit Dustin T. Smith Kevin J. Page EXECUTIVE CONTRIBUTION (IN LAST FY) (1) REGISTRANT CONTRIBUTION (IN LAST FY) (2) AGGREGATE EARNINGS (IN LAST FY) (3) AGGREGATE WITHDRAWALS/ DISTRIBUTIONS AGGREGATE BALANCE (AT LAST FYE) (4) $408,539 $ 89,608 $134,436 $140,156 $112,833 $ 46,228 $ 45,126 $ 43,834 $ 40,733 $282,224 $154,950 $298,511 $ 62,704 $ 49,386 $100,465 $2,434,153 $ 58,919 $1,222,693 $141,925 $1,724,422 — — $ 652,081 $ 422,889 M. Kristin Glazner $ 55,599 (1) Amounts reflected in this column represent a portion of each NEO’s salary deferred in 2023. It also reflects the portion of the MIP award earned in 2023, but not paid until 2024, that each NEO elected to defer. 100% of these amounts are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table. (2) Represents Company matching contributions. 100% of these amounts are also included in the Summary Compensation Table under the “All Other Compensation” column. (3) Amounts reflected in this column include changes in plan values during the last fiscal year, as well as any dividends and interest earned by the plan participant with regard to the investment funds chosen by such participant during the fiscal year. No portion of this amount was reported in the Summary Compensation Table for 2023. 60 2024 Proxy Statement WABASH NATIONAL CORPORATION Executive Compensation Tables (4) The following represents the extent to which the amounts that are reported in this aggregate balance column were previously reported as compensation to our NEOs in our Summary Compensation Table in years prior to 2023: NAME Brent L. Yeagy Michael N. Pettit Dustin T. Smith Kevin J. Page M. Kristin Glazner PRIOR YEARS ($) $1,369,661 $ 622,505 $ 542,242 $ 334,613 $ 161,033 Potential Payments on Termination or Change in Control The section below describes the payments that may be made to NEOs in connection with a change in control or pursuant to certain termination events in 2023. Retirement Benefit Plan The Company maintains a Retirement Benefit Plan that is applicable to all employees, including our NEOs. The Plan provides that Retirees (as defined below) will receive the following benefits upon his or her retirement: • ability to exercise vested stock options through the 10th anniversary of the grant date; • ability to earn a pro-rata portion of any outstanding PSUs based on the portion of the performance period that the Retiree was employed, to be paid at the end of the performance period based on actual performance; • full vesting of all RSUs granted more than twelve (12) months prior to the Retiree’s retirement date; • payment of all eligible and unused vacation pay; • prorated MIP award payout for the year of retirement; and • service awards for retirees celebrating a 5, 10, 15, 20 or greater service anniversary in their year of retirement. A “Retiree” is defined as: (a) an employee attaining at least 65 years of age, with no service requirement, as of his/ her date of retirement, or (b) an employee attaining at least 55 years of age, who has completed his/her 10th year of service with the Company as of his/her date of retirement. Benefits Upon Death or Disability Pursuant to a policy adopted in 2016, all equity awards granted during 2016 and later shall vest in full (and without proration) in the event of an employee’s termination of employment due to death or disability. Executive Severance Plan As noted previously in the CD&A, the Company maintains an Executive Severance Plan (“ESP”) that provides additional benefits to certain designated executives, including our NEOs, in the event we terminate their employment without cause. For purposes of the Plan, “cause” is defined as: (i) a participant’s willful and continued failure to perform his or her principal duties; (ii) conviction of, or a plea of guilty or nolo contendere to, any misdemeanor involving moral turpitude or dishonesty or any felony; (iii) illegal conduct or gross misconduct which results in material and demonstrable damage to the business or reputation of the Company or an affiliate; (iv) gross negligence resulting in material economic harm to the Company or an affiliate; (v) material violation of the Company’s applicable Code of Business Conduct and Ethics or similar policy; or (vi) a participant’s breach of the restrictive covenants set out in the Plan (as described below). A “termination without cause” does not include terminations due to disability or death. WABASH NATIONAL CORPORATION 2024 Proxy Statement 61 Executive Compensation Tables If we terminate an NEO without cause, the NEO would be entitled to receive the following severance benefits under the ESP: • Cash severance payments equal to a multiple of the sum of the participant’s (a) annual base salary and (b) target MIP award for the year of termination, payable in installments over the applicable severance period. The applicable multiple for the CEO is two times the above sum. The applicable multiple for the other NEOs is one and a half times the above sum; • A pro-rated MIP award payout for the year of termination, based upon actual Company performance through the end of the performance period; • Payment of any annual cash incentive bonus (MIP Award) that was otherwise earned for the fiscal year that ended prior to the termination of the participant’s employment, to the extent not previously paid; • Subject to the participant’s election of COBRA coverage, payment or reimbursement of the Company’s portion of medical, dental and vision care premiums for a period equal to (a) 24 months for the CEO, or (b) 18 months for the other NEOs; and • Outplacement services with a cost to the Company not in excess of $30,000. To receive any of the severance benefits described above, a participant must agree to release all claims against the Company and its affiliates and comply with covenants not to compete with the Company, not to solicit or interfere with customers of the Company and not to solicit Company employees or contractors, in each case for a period equal to 24 months following termination, in the case of our CEO, or 18 months following termination in the case of our other NEOs. If a participant’s employment is terminated in connection with a change in control of the Company in circumstances that would entitle the participant to severance benefits under the Change in Control Plan described below, then the participant will receive severance benefits only under the Change in Control Plan, and not under the ESP. Change in Control Plan We also maintain a Change in Control Plan that provides severance benefits to certain designated executives, including our NEOs, in the event their employment is terminated without cause, or they are terminated for good reason, in either case within two years of a change in control (which we refer to as a “Qualifying Termination”). Under the Change in Control Plan: • a “change in control” means that (i) any person or group (other than any person or group that already owned more than 50% of the total fair market value of Company stock) acquires more than 50% of the total fair market value of Company stock; (ii) any one person or group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of Company that represents 30% or more of the total voting power of Company stock; (iii) a majority of members of the Board is replaced during any 12-month period (without the approval of the incumbent directors); or (iv) any person or group acquires ownership of all or substantially all of the assets of Company. • “cause” means the employee’s (i) willful and continued failure to perform his duties; (ii) chronic alcoholism or addiction to non-medically prescribed drugs; (iii) theft or embezzlement of Company property; (iv) conviction of, or plea of nolo contendre to, a felony or misdemeanor involving moral turpitude; or (v) material breach of any agreement with the Company. • “good reason” means (i) a material diminishment of the executive’s position; (ii) assignment of duties to the executive that are materially inconsistent with duties performed prior to the change in control; (iii) a material breach of any agreement with the executive; (iv) for an executive officer of the Company, no longer being 62 2024 Proxy Statement WABASH NATIONAL CORPORATION Executive Compensation Tables employed by the parent entity; (v) a material reduction in the executive’s base salary and annual bonus; or (vi) requiring the executive to relocate by more than 50 miles If an NEO experiences a Qualifying Termination, then he or she is entitled to the following benefits: • a cash severance payment equal to two times (three times for the CEO) the sum of (i) the NEO’s annual base salary plus (ii) the NEO’s Target Annual Bonus. The Target Annual Bonus is equal to the greater of (A) the NEO’s target MIP award for the year of termination, and (B) the average MIP bonus earned by the NEO for the prior two calendar years; • a pro-rata portion of the executive’s Target Annual Bonus for the year in which the Qualifying Termination occurs; • health continuation benefits for 18 months; and • outplacement counseling services up to a cost of $25,000. To receive any of the severance benefits described above, a participant must agree to release all claims against the Company and its affiliates and comply with covenants not to compete with the Company and not to solicit customers or employees, in each case for a period equal to 24 months following termination. Change in Control Benefits Under our LTI Plan In addition to the above-described benefits under our Change in Control Plan, the NEOs may also receive accelerated vesting under our LTI Plan if outstanding LTI awards are not assumed in the change in control transaction. Specifically, if not assumed in the transaction, (i) all PSUs shall be deemed earned at target if less than half the performance period has been completed or based on actual performance if more than half the performance period has been completed (or at target if performance is not determinable); (ii) all outstanding RSUs shall vest in full; and (iii) all outstanding stock options shall vest in full and be immediately exercisable for a period of 15 days prior to the scheduled consummation of the corporate transaction. In lieu of the foregoing, the Compensation Committee may, in its direction, cash out all outstanding awards. For the sake of clarity, no accelerated vesting will occur if the successor agrees to assume or continue the outstanding awards, or to substitute each outstanding award for a similar award relating to the stock of the successor entity, or a parent or subsidiary of the successor entity, with appropriate adjustments to the number of shares of stock that would be delivered and the exercise price, grant price or purchase price relating to any such award. However, if an NEO is thereafter terminated within 12 months of the change in control event, any assumed award will vest immediately upon the NEO’s termination. WABASH NATIONAL CORPORATION 2024 Proxy Statement 63 Executive Compensation Tables Potential Payments on Termination or Change in Control – Payment and Benefit Estimates The table below shows the estimated payments that would have been made to the NEOs pursuant to the policies and agreements described above assuming the applicable triggering event occurred on December 31, 2023 and using the share price of $25.62 for our Common Stock as of December 29, 2023, which was the closing price on the NYSE on the last trading day of 2023. The tables below assume that the NEO executes of a release and fully complies with any restrictive covenants and other requirements to receive benefits under the Company’s plans and policies described above. NAME Brent L. Yeagy Termination Without Cause Termination Following a Change CASH SEVERANCE (1) PRO-RATA MIP BONUS (2) ACCELERATED VESTING OF PSUs (3)(4) ACCELERATED VESTING OF RSUs (3)(5) ACCELERATED VESTING OF STOCK OPTIONS (3)(6) WELFARE BENEFITS CONTINUATION (7) TOTAL ($) $4,410,000 $1,783,320 — — in Control $6,615,000 $1,155,000 $11,464,225 $7,065,689 Change in Control Only (3) Retirement Termination due to Death or Disability Michael N. Pettit — — — — $11,464,225 $7,065,689 — $ 8,105,263 $5,226,711 — $11,464,225 $7,065,689 Termination Without Cause $1,417,500 $ 625,320 — — Termination Following a Change in Control $1,890,000 $ 405,000 $ 2,809,817 $1,727,403 Change in Control Only (3) Retirement Termination due to Death or Disability Dustin T. Smith — — — — $ 2,809,817 $1,727,403 — $ 2,001,121 $1,290,095 — $ 2,809,817 $1,727,403 Termination Without Cause $1,378,125 $ 607,950 — — Termination Following a Change in Control $1,837,500 $ 393,750 $ 2,517,983 $1,547,858 Change in Control Only Retirement Termination due to Death or Disability Kevin J. Page — — — — $ 2,517,983 $1,547,858 — $ 1,718,613 $1,121,746 — $ 2,517,983 $1,547,858 Termination Without Cause $1,336,500 $ 611,424 — — Termination Following a Change in Control $1,782,000 $ 396,000 $ 2,010,879 $1,237,318 Change in Control Only Retirement Termination due to Death or Disability — — — — $ 2,010,879 $1,237,318 — $ 1,385,008 $ 900,927 — $ 2,010,879 $1,237,318 — — — — — — — — — — — — — — — — — — — — $61,090 $ 6,254,410 $48,317 $26,348,231 — $18,529,914 — $13,331,974 — $18,529,914 $53,317 $ 2,096,137 $48,317 $ 6,880,537 — $ 4,537,220 — $ 3,291,216 — $ 4,537,220 $53,317 $ 2,039,392 $48,317 $ 6,345,408 — $ 4,065,841 — $ 2,840,359 — $ 4,065,841 $43,680 $ 1,991,604 $38,680 $ 5,464,877 — $ 3,248,197 — $ 2,285,935 — $ 3,248,197 64 2024 Proxy Statement WABASH NATIONAL CORPORATION Executive Compensation Tables NAME M. Kristin Glazner CASH SEVERANCE (1) PRO-RATA MIP BONUS (2) ACCELERATED VESTING OF PSUs (3)(4) ACCELERATED VESTING OF RSUs (3)(5) ACCELERATED VESTING OF STOCK OPTIONS (3)(6) WELFARE BENEFITS CONTINUATION (7) TOTAL ($) Termination Without Cause $1,246,875 $ 550,050 — — Termination Following a Change in Control $1,662,500 $ 356,250 $ 1,915,212 $1,436,129 Change in Control Only Retirement Termination due to Death or Disability — — — — $ 1,915,212 $1,436,129 — $ 1,289,341 $1,099,739 — $ 1,915,212 $1,436,129 — — — — — $44,974 $ 1,841,899 $39,974 $ 5,410,065 — $ 3,351,341 — $ 2,389,080 — $ 3,351,341 (1) (2) (3) For each of the NEOs, cash severance amounts are determined under the ESP for terminations without cause and under the Change in Control plan for a Qualifying Termination following a Change in Control. If an NEO were terminated as of December 31, 2023 under circumstances entitling them to severance under the ESP or the Change in Control Plan, then they would be entitled to their full MIP actual bonus for 2023 or their Target Annual Bonus (as defined above), respectively. The amounts shown for a Change in Control Only assumes purchaser did not assume outstanding equity awards. If purchaser did assume outstanding awards, no accelerated vesting would occur. (4) Amounts reflected in this column for “Termination Following a Change in Control,” “Change in Control Only” and “Termination due to Death or Disability” include (i) the value of the earned PSUs granted in 2020 for which the performance period ended on December 31, 2023, (ii) the value of the unearned performance share units granted in 2021 based on the performance trend as of December 31, 2023, and (iii) the value of the unearned PSUs granted in 2023, assuming target performance. Amounts reflected in this column for “Retirement” include the performance share units described in (i) and a pro-rata portion of the performance share units described in (ii) and (iii). (5) Amounts reflected in this column for “Termination Following a Change in Control,” Change in Control Only” and “Termination due to Death or Disability” include all outstanding restricted stock units, and amounts reflected for “Retirement” included all RSUs granted prior to January 1, 2023. (6) All outstanding stock options were vested as of December 31, 2023, so no amount would be accelerated upon a Change in Control or termination of employment. (7) Includes the value of outplacement counseling services and reimbursement for welfare benefits continuation. Pay Ratio Disclosure Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the annual total compensation of our principal executive officer, our CEO, Mr. Yeagy, to our median employee’s annual total compensation. For 2023, we determined that there had been no material change in our employee population or employee compensation arrangements as compared to 2021 and 2022 that would result in a significant change to our pay ratio disclosure, meaning that, pursuant to Item 402(u) of Regulation S-K, we would be permitted to use the same median employee as in 2021 and 2022. Due to a change in the individual circumstances of the median employee selected in 2021, for 2022 we substituted a median employee whose pay was substantially similar to the median employee selected for 2021. We used that same median employee that we identified in 2022 as our 2023 median employee. We identified our median employee for 2021 using a multi-step process, as detailed below: • We determined, as of November 1, 2021, our gross employee population of individuals working at our parent company and consolidated subsidiaries, which was 6,524 employees. This population consisted of our full-time, part-time, and temporary employees. We do not have any seasonal employees. • As permitted under the SEC’s 5% de minimis rule, we adjusted the employee population to exclude 312 non-U.S. employees (approximately 4.78% of the employee population) who worked in Mexico at that time. • Based on the exclusion of the employees who work in Mexico, our adjusted employee population consisted of 6,212 U.S. employees. WABASH NATIONAL CORPORATION 2024 Proxy Statement 65 Executive Compensation Tables • We then identified our median employee from our adjusted employee population (excluding our CEO) based on total 2021 W-2 earnings. We used W-2 compensation as our consistently applied compensation measure for 2021 (rather than base compensation that we have used for determining our median employee in past disclosures) because W-2 data is more readily available in our current payroll system. To calculate our ratio for 2023, we calculated the annual total compensation of the median employee and our CEO using the methodology required for disclosure of annual total compensation in the Summary Compensation Table, except that, as permitted by the SEC’s rules, we included the value of compensation provided to the median employee and to our CEO under our nondiscriminatory group health and life insurance programs that are available generally to all salaried employees. The aggregate value of the nondiscriminatory benefits included in the annual total compensation amounts reported below was $17,033 for our CEO and $63.36 for the median employee. The difference between our CEO’s annual total compensation as reported below for purposes of the CEO pay ratio disclosure and his annual total compensation as reported in the Summary Compensation Table is attributable to the inclusion of those nondiscriminatory benefits solely for purposes of determining the CEO pay ratio. The CEO pay ratio reported below was determined using reasonable estimates as permitted by the SEC’s rules. This ratio should not be used as a comparison with pay ratios disclosed by other companies, as there may be material differences in the methodologies used by other companies to estimate their CEO pay ratios, as well as differences in worker populations, geographic locations, business strategies and compensation practices. Annual Total Compensation of the CEO Annual Total Compensation of the Median Employee Ratio of CEO Annual Total Compensation to Median Employee Annual Total Compensation $7,627,806 $ 46,627 164:1 66 2024 Proxy Statement WABASH NATIONAL CORPORATION Executive Compensation Tables Pay Versus Performance Disclosure In August 2022, the SEC adopted rules relating to Section 14(i) of the Securities Exchange Act of 1934, including Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires us to disclose information that compares our named executive officer (“NEO”) compensation actually paid to certain financial performance measures. The table below sets forth our pay versus performance disclosure, in accordance with SEC Item 402(v) of Regulation S-K. Value of Initial Fixed $100 Investment Based On: Summary Compensation Table Total for PEO ($) (b) Compensation Actually Paid to PEO ($) (c) Average Summary Compensation Table Total for Non-PEO NEOs ($) (d) Average Compensation Actually Paid to Non-PEO NEOs ($) (e) WNC TSR ($) (f) Dow Jones Transportation Index TSR ($) (g) Net Income (loss) attributable to common stockholders ($ in thousands) (h) Operating income (loss) ($ in thousands) (i) 7,613,202 10,805,272 2,136,064 2,761,160 182.57 144.43 231,855 311,900 6,376,651 11,520,453 1,800,933 2,836,840 164.25 122.97 112,258 166,642 4,605,980 4,901,091 1,142,820 1,203,318 138.99 149.86 1,164 33,542 4,404,651 5,805,674 1,186,603 (801,039) 120.30 119.65 (97,412) (85,608) Year (a) 2023 2022 2021 2020 (a) (b) This statement includes four years (2020, 2021, 2022 and 2023) rather than five because this is a transition year for a new regulation. The principal executive officer (“PEO”) is Brent L. Yeagy for all years shown. (c) Compensation actually paid (CAP) for 2023 to our PEO reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below. PEO SCT Total Compensation ($) Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) Brent L. Yeagy 7,613,202 (4,657,736) 4,332,887 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) 1,889,251 Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) 1,637,668 Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($) Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) — — — Compensation Actually Paid ($) 10,805,272 (d) The following are included in the average figures shown: 2021, 2022 and 2023: Michael N. Pettit, Dustin T. Smith, Kevin J. Page, M. Kristin Glazner 2020: Michael N. Pettit, Dustin T. Smith, Kevin J. Page, M. Kristin Glazner, Jeffery L. Taylor, Melanie D. Margolin WABASH NATIONAL CORPORATION 2024 Proxy Statement 67 Executive Compensation Tables (e) Compensation actually paid (CAP) to our non-PEO NEOs for 2023 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below. Non-PEO NEOs SCT Total Compensation ($) Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($) Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) Compensation Actually Paid ($) See column (d) note above 2,136,064 (988,466) 902,786 391,144 319,633 — — — 2,761,160 (f) Represents the total shareholder return (TSR) of Wabash for the measurement periods ending December 31 of each of 2021, 2022 and 2023, respectively. (g) Represents the TSR of the Dow Jones Transportation Index for the measurement periods ending on December 31 of each of 2021, 2022 and 2023, respectively. (h) Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2021, 2022 and 2023. (i) Company-selected Measure is Operating Income. 68 2024 Proxy Statement WABASH NATIONAL CORPORATION Executive Compensation Tables Relationship between Pay and Performance Below are graphs showing the relationship of “compensation actually paid” to our PEO and non-PEO NEOs in 2020, 2021, 2022 and 2023 to (1) TSR of both Wabash and the Dow Jones Transportation Index, (2) Wabash’s net income and (3) Wabash’s income (loss) from operations. “Compensation actually paid,” as defined by the SEC’s rules, fluctuates according to, among other things, the changing values of equity awards during the years shown in the table above based on stock price changes over time and projected and actual performance results. “Compensation actually paid” does not reflect the value ultimately realized by our NEOs, and we do not assess or design our NEOs’ compensation with direct reference to the relationship of “compensation actually paid” to the performance measures depicted below. For a discussion of how we design our executive compensation programs to incentivize strong performance and achievement of our business objectives, please see the Compensation Discussion and Analysis section in this proxy statement. WABASH NATIONAL CORPORATION 2024 Proxy Statement 69 Executive Compensation Tables Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023 The four performance measures listed below represent the most important metrics we used to link CAP to Company performance for 2023 as further described in our Compensation Discussion and Analysis. Most Important Performance Measures 1. Operating Income 2. Relative Total Shareholder Return 3. Average Return on Invested Capital 4. Net Working Capital as a Percentage of Sales 70 2024 Proxy Statement WABASH NATIONAL CORPORATION Equity Compensation Plan Information The following table summarizes information regarding our equity compensation plan as of December 31, 2023: PLAN CATEGORY Equity Compensation Plans Approved by Security Holders Equity Compensation Plans Not Approved by Security Holders Total NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (1) WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (2) NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (3) 1,325,047 — 1,325,047 $14.06 — $14.06 1,843,555 — 1,843,555 (1) Consists of shares of Common Stock to be issued upon the exercise of outstanding options, and the settlement of unvested RSUs and PSUs (assuming target payout for any PSUs that were outstanding as of December 31, 2023), granted under the Wabash National Corporation 2011 Omnibus Incentive Plan (the “2011 Plan”), and the Wabash National Corporation 2017 Omnibus Incentive Plan (the “2017 Plan”). (2) Consists of the weighted average exercise price of outstanding options. Because participants do not need to pay us anything to receive shares upon the vesting of RSUs and PSUs, the weighted average exercise price does not take these awards into account. (3) Consists of shares of Common Stock available for future issuance pursuant to the 2017 Plan. WABASH NATIONAL CORPORATION 2024 Proxy Statement 71 Proposal 2 – Advisory Vote on the Compensation of Our Named Executive Officers At our 2023 Annual Meeting, we held a non-binding, advisory stockholder vote on the frequency of future advisory stockholder votes on the compensation of our NEOs. Our stockholders expressed a preference that advisory stockholder votes on the compensation of our NEOs be held on an annual basis. The Company will ask its stockholders to consider an advisory vote on the compensation of our NEOs every year until the next vote of our stockholders on the frequency of such advisory votes at our 2029 annual meeting of stockholders pursuant to applicable SEC rules, at which time we will consider the outcome of the vote and decide how frequently to hold such future advisory votes. Accordingly, as required by Section 14A of the Exchange Act, we are asking stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of the NEOs of our Company. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. We urge you to read the “Compensation Discussion and Analysis” and “Executive Compensation Tables” sections of this Proxy Statement, which begin on page 39 and 55, respectively, as such sections provide details on the Company’s compensation programs and policies for our executive officers, including the 2023 compensation of our NEOs. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our executive officers’ compensation. This say-on-pay vote is an advisory vote that is not binding on us. The approval or disapproval by stockholders will not require the Board or the Compensation Committee to take any action regarding the Company’s executive compensation practices. The final decisions on the compensation and benefits of our NEOs and on whether, and if so, how, to address stockholder disapproval remain with the Board and the Compensation Committee. The Board believes that the Compensation Committee is in the best position to consider the extensive information and factors necessary to make independent, objective, and competitive compensation recommendations and decisions that are in the best interests of Wabash and its stockholders. However, the Board and our Compensation Committee value the opinions expressed by stockholders in their vote on this proposal, and will carefully consider the outcome of the vote when making future compensation decisions with respect to our executive officers. In that regard, the Board and our Compensation Committee carefully considered the results of last year’s say-on-pay vote, in which over 97% of voting stockholders voted in favor of our say-on-pay proposal, and took such results into account by continuing to emphasize the core principles of our compensation philosophy and best practices of our compensation programs. The Board urges you to carefully review the CD&A section of this Proxy Statement, together with the executive compensation tables, and to approve the following resolution: “RESOLVED, that the stockholders hereby approve on an advisory basis the compensation paid to the Wabash National Corporation named executive officers, as disclosed in the Wabash National Corporation Proxy Statement pursuant to the rules of the Securities and Exchange Commission (including the Compensation Discussion and Analysis, compensation tables and narrative discussion).” 72 2024 Proxy Statement WABASH NATIONAL CORPORATION Proposal 2 – Advisory Vote on the Compensation of Our Named Executive Officers Board Recommendation The Board of Directors UNANIMOUSLY recommends that you vote “FOR” the approval of compensation of our named executive officers, as disclosed in this Proxy Statement. WABASH NATIONAL CORPORATION 2024 Proxy Statement 73 Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm Independent Registered Public Accounting Firm The Audit Committee of the Board of Directors has appointed the accounting firm Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2024. Ernst & Young acted as our independent auditors for the year ended December 31, 2023. Representatives of Ernst & Young are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire and are expected to be available to respond to appropriate questions. The Audit Committee is responsible for hiring, compensating and overseeing the independent registered public accounting firm, and reserves the right to exercise that responsibility at any time. If the appointment of Ernst & Young is not ratified by the stockholders, the Audit Committee is not obligated to appoint another registered public accounting firm, but the Audit Committee will give consideration to such unfavorable vote. Board Recommendation The Board of Directors UNANIMOUSLY recommends that you vote “FOR” ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. Principal Accounting Fees and Services The fees billed by Ernst & Young for professional services provided to us for the years ended December 31, 2023 and December 31, 2022 were as follows: FEE CATEGORY Audit Fees (1) Audit-Related Fees (2) Tax Fees (3) All Other Fees (4) Total Fees 2023 2022 ($ IN THOUSANDS) $1,487 $ $ $ 15 — — $1,408 $ 72 — — $1,502 $1,480 (1) (2) Fees for the audit of our consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports, and services in connection with securities offerings, registration statements and statutory filings. Fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” (3) Fees billed for professional services related to tax compliance, tax advice and tax planning. (4) Fees for services that are not included in the service categories reported above, primarily transaction related services. In 2023 and 2022, all Ernst & Young fees were pre-approved by the Audit Committee pursuant to the pre-approval policy described below. After consideration, the Audit Committee has concluded that the provision of non-audit services by Ernst & Young to Wabash is compatible with maintaining the independence of Ernst & Young. 74 2024 Proxy Statement WABASH NATIONAL CORPORATION Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm Pre-Approval Policy for Audit and Non-Audit Fees The Audit Committee has sole authority and responsibility to select, evaluate and, if necessary, replace the independent auditor. The Audit Committee has sole authority to approve all audit engagement fees and terms, and the Committee, or a member of the Committee, must pre-approve any non-audit service provided to the Company by the Company’s independent auditor. The Audit Committee reviews the status of each engagement at its regularly scheduled meetings. In 2023 and 2022, the Committee pre-approved all services provided by the independent auditor. The independent auditor provides an engagement letter which is signed by the Chair of the Audit Committee, outlining the scope of the audit and related audit fees. Audit Committee Report THE FOLLOWING REPORT OF THE AUDIT COMMITTEE DOES NOT CONSTITUTE SOLICITING MATERIAL AND SHOULD NOT BE DEEMED FILED OR INCORPORATED BY REFERENCE INTO ANY OTHER FILING BY US UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT WE SPECIFICALLY INCORPORATE THIS REPORT. As part of its ongoing activities, the Audit Committee has: • Reviewed and discussed with management our audited consolidated financial statements for the year ended December 31, 2023; • Discussed with Ernst & Young, our independent auditors for 2023, the matters required to be discussed by the Public Company Accounting Oversight Board and the SEC; and • Received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors their independence. On the basis of these reviews and discussions, the Audit Committee recommended that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC. AUDIT COMMITTEE Scott K. Sorensen, Chair Therese M. Bassett Sudhanshu Priyadarshi Stuart A. Taylor II WABASH NATIONAL CORPORATION 2024 Proxy Statement 75 Proposal 4 – Approval of the Proposed Amendment to the Certificate of Incorporation, as Amended, to Provide Exculpation from Personal Liability for Certain Officers as Permitted by Delaware Law We are asking you to approve an amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to provide exculpation from personal liability for certain officers as permitted by Delaware law (the “Proposed Amendment”). Background of the Proposed Amendment The State of Delaware, our state of incorporation, recently enacted legislation that enables Delaware corporations to limit the liability of certain of their officers in limited circumstances. Specifically, Section 102(b)(7) of the General Corporation Law of the State of Delaware (“DGCL”) was amended to authorize corporations to adopt a provision in their certificate of incorporation to eliminate or limit monetary liability of certain corporate officers, (referred to as “exculpation”), for breach of the fiduciary duty of care. Previously, the DGCL only allowed exculpation of directors for breach of the fiduciary duty of care. As amended, Section 102(b)(7) of the DGCL authorizes corporations to provide for exculpation of the following officers: (i) the corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer, (ii) “named executive officers” identified in the corporation’s SEC filings, and (iii) other individuals who have consented by agreement in writing to be identified as officers of the corporation for purposes of the DGCL. Section 102(b)(7) of the DGCL, as amended, only permits, and the Proposed Amendment would only permit, the exculpation of those certain officers described above in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. In addition, as is currently the case with directors under the Certificate of Incorporation, the Proposed Amendment would not limit the liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and any transaction from which the officer derived an improper personal benefit. Article Tenth of the Certificate of Incorporation currently provides for the exculpation of directors, but does not include a provision that allows for the exculpation of officers. Rationale for the Proposed Amendment The Board believes that it is important to provide protection from certain liabilities and expenses that may discourage prospective or current officers from accepting or continuing service with the Company. As with directors, officers frequently must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight. The Board also believes the Proposed Amendment would better position the Company to attract exceptional officer candidates. In the absence of this exculpatory protection, candidates might be deterred from serving as officers due to exposure to personal liability in an environment with increasing litigation and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. A number of our peers have adopted, and we expect that others will adopt, exculpation clauses that limit the personal liability of officers in their respective certificates of incorporation, and failing to adopt the Proposed Amendment could impact our recruitment and retention of exceptional officer candidates. 76 2024 Proxy Statement WABASH NATIONAL CORPORATION Proposal 4 – Approval of the Proposed Amendment to the Certificate of Incorporation, as Amended, to Provide Exculpation from Personal Liability for Certain Officers as Permitted by Delaware Law The Board also took into account the narrow class and type of claims from which such officers would be exculpated from liability pursuant to DGCL Section 102(b)(7), the limited number of our officers that would be impacted and the benefits the Board believes would accrue to the Company by providing exculpation in accordance with DGCL Section 102(b)(7), including the ability to further enable our officers to best exercise their business judgment in furtherance of stockholder interests. After weighing these considerations, the Board approved and declared it advisable to adopt, subject to stockholder approval, the Proposed Amendment to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law. Additional Information If this Proposal 4 is not approved by a majority of the shares of our common stock outstanding and entitled to vote on the record date, then the Proposed Amendment will not be approved and will not be implemented or become effective. The vote on the Proposed Amendment is binding. Approval of Proposal 4 will constitute approval of the amendment to the Certificate of Incorporation, as set forth in Appendix A to this Proxy Statement. If this Proposal 4 is approved, the Company intends to file the amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Proposed Amendment will become effective at the time of that filing. The Board may, at any time prior to the effectiveness of the Proposed Amendment, abandon the Proposed Amendment without further action by the stockholders or the Board (even if the requisite stockholder vote is obtained). Board Recommendation The Board of Directors UNANIMOUSLY recommends that you vote “FOR” the approval of the Proposed Amendment to the Certificate of Incorporation, as amended, to provide exculpation from personal liability for certain officers as permitted by Delaware law. WABASH NATIONAL CORPORATION 2024 Proxy Statement 77 Beneficial Ownership Information Beneficial Ownership of Common Stock The following table sets forth certain information as of March 25, 2024 (unless otherwise specified), with respect to the beneficial ownership of our Common Stock by each person who is known to own beneficially more than 5% of the outstanding shares of Common Stock, each person currently serving as a director, each nominee for director, each NEO (as defined in the Compensation Discussion & Analysis above), and all directors and executive officers as a group: NAME AND ADDRESS OF BENEFICIAL OWNER BlackRock, Inc. 50 Hudson Yards New York, New York 10001 The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355 Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, Texas 78746 Therese M. Bassett John G. Boss Trent J. Broberg M. Kristin Glazner Larry J. Magee Ann D. Murtlow Kevin J. Page Michael N. Pettit Sudhanshu Priyadarshi Dustin T. Smith Scott K. Sorensen Stuart A. Taylor II Brent L. Yeagy All of our directors and executive officers as a group (13 persons) * Less than one percent SHARES OF COMMON STOCK BENEFICIALLY OWNED (1) PERCENT OF CLASS (ROUNDED) 8,021,031 (2) 17.4% 6,629,912 (3) 14.39% 2,838,806 (4) 6.2% 39,749 (5) 98,708 (6) 9,918 (7) 58,351 (8) 96,149 (9) 77,372 (10) 44,100 (11) 52,463 (12) 6,386 (13) 27,778 (14) 103,666 (15) 41,568 (16) 145,813 (17) 802,021 (18) * * * * * * * * * * * * * 1.78% (1) (2) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to restricted stock units and/or performance stock units are not deemed outstanding by the Company for purposes of reporting on Common Stock outstanding. As such, only those units that will vest within 60 days of March 25, 2024 are deemed outstanding for purposes of computing the percentage ownership of the person holding such units. Shares of Common Stock subject to options currently exercisable or exercisable within 60 days of March 25, 2024 are deemed outstanding for purposes of computing the percentage ownership of the person holding such options, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Except where indicated otherwise, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. Based solely on the Schedule 13G/A filed January 19, 2024 by BlackRock, Inc. on its own behalf and on behalf of its subsidiaries BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited and Blackrock Fund Managers Ltd (collectively, the “BlackRock Subsidiaries”). BlackRock, Inc. has sole voting power with respect to 7,943,517 shares and sole dispositive power over 8,021,031 shares. BlackRock, Inc. does not have shared voting power or shared dipositive power with respect to any shares. None of the BlackRock Subsidiaries claim beneficial ownership of 5% or greater of the outstanding shares of Common Stock except for BlackRock Fund Advisors. 78 2024 Proxy Statement WABASH NATIONAL CORPORATION Beneficial Ownership Information (3) (4) Based solely on the Schedule 13G/A filed February 13, 2024 by The Vanguard Group. The Vanguard Group does not have sole voting power with respect to any shares. The Vanguard Group has shared voting power with respect to 91,829 shares, sole dispositive power with respect to 6,495,074 shares, and shared dispositive power with respect to 134,838 shares. None of the Vanguard Group’s subsidiaries claim beneficial ownership of 5% or greater of the outstanding shares of Common Stock. Based solely on the Schedule 13G/A filed February 9, 2024 by Dimensional Fund Advisors LP and its subsidiaries. Dimensional Fund Advisors LP has sole voting power with respect to 2,782,668 shares and sole dispositive power with respect to 2,838,806 shares. Dimensional Fund Advisors LP does not have shared voting power or shared dipositive power with respect to any shares. None of Dimensional Fund Advisors LP’s subsidiaries claim beneficial ownership of 5% or greater of the outstanding shares of Common Stock. (5) Includes 5,375 unvested restricted stock units held by Ms. Bassett that will vest within 60 days of March 25, 2024. (6) Includes 5,375 unvested restricted stock units held by Mr. Boss that will vest within 60 days of March 25, 2024. (7) Includes 5,375 unvested restricted stock units held by Mr. Broberg that will vest within 60 days of March 25, 2024. (8) Excludes 48,495 unvested restricted stock units held by Ms. Glazner that will vest more than 60 days after March 25, 2024. (9) Includes 5,375 unvested restricted stock units held by Mr. Magee that will vest within 60 days of March 25, 2024. (10) Through a family estate planning structure, Ms. Murtlow shares voting and investment power on all shares with her spouse (other than with respect to any deferred shares). Includes 5,375 unvested restricted stock units held by Ms. Murtlow that will vest within 60 days of March 25, 2024. (11) Excludes 48,495 unvested restricted stock units held by Mr. Page that will vest more than 60 days after March 25, 2024. (12) Includes options held by Mr. Pettit to purchase 1,500 shares that are currently, or will be within 60 days of March 25, 2024, exercisable. Excludes 66,255 unvested restricted stock units held by Mr. Pettit that will vest more than 60 days after March 25, 2024. (13) Includes 5,375 unvested restricted stock units held by Mr. Priyadarshi that will vest within 60 days of March 25, 2024. (14) Excludes 65,818 unvested restricted stock units held by Mr. Smith that will vest more than 60 days after March 25, 2024. (15) Through a family estate planning structure, Mr. Sorensen shares voting and investment power on all reported shares with his spouse (other than with respect to any deferred shares). Includes 5,375 unvested restricted stock units held by Mr. Sorensen that will vest within 60 days of March 25, 2024. (16) Includes 5,375 unvested restricted stock units held by Mr. Taylor that will vest within 60 days of March 25, 2024. (17) Excludes 258,170 unvested restricted stock units held by Mr. Yeagy that will vest more than 60 days after March 25, 2024. (18) Includes options held by our executive officers to purchase an aggregate of 1,500 shares that are currently, or will be within 60 days of March 25, 2024, exercisable. The Company’s directors do not hold any options. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers and 10% stockholders to file reports of ownership of our equity securities. To our knowledge, based solely on our review of the copies of such forms furnished to us in 2023 and written representations from our executive officers and directors, we believe that all Section 16(a) filing requirements of our directors and executive officers were timely met other than a late Form 4 was filed for each of Mr. Yeagy and Mr. Page on March 1, 2023 reporting a single withhold to cover transaction that was inadvertently excluded from the form reporting the vesting of their PSU awards on October 1, 2019 and October 1, 2020, respectively. WABASH NATIONAL CORPORATION 2024 Proxy Statement 79 General Information Availability of Certain Documents A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 is posted with this Proxy Statement. You also may obtain additional copies without charge and without the exhibits by writing to: Wabash National Corporation, Attention: Corporate Secretary, 3900 McCarty Lane, Lafayette, Indiana 47905. These documents also are available through our website at www.onewabash.com. The charters for our Audit, Compensation, Nominating, Corporate Governance and Sustainability, and Finance Committees, as well as our Corporate Governance Guidelines and the Codes, are available on the Governance/ Governance Documents page of the Investor Relations section of our website at ir.onewabash.com and are available in print without charge by writing to: Wabash National Corporation, Attention: Corporate Secretary, 3900 McCarty Lane, Lafayette, Indiana 47905. Communications with the Board of Directors Stockholders or other interested persons wishing to make known complaints or concerns about our accounting, internal accounting controls or auditing matters, or bring other concerns to the Board or the Audit Committee, or to otherwise communicate with our independent directors as a group or the entire Board, individually or as a group, may do so by sending an email to board@onewabash.com, or by writing to Wabash National Corporation, Attention: General Counsel, 3900 McCarty Lane, Lafayette, Indiana 47905. You may report your concerns anonymously or confidentially. Stockholder Proposals and Nominations Stockholder Proposals for Inclusion in 2025 Proxy Statement. To be eligible for inclusion in the proxy statement for our 2025 Annual Meeting, stockholder proposals must be received by the Company’s Corporate Secretary no later than the close of business on December 10, 2024. However, if the date of the 2025 Annual Meeting has changed by more than 30 days from the date of the 2024 Annual Meeting indicated herein, then stockholder proposals must be received a reasonable time before the Company begins to print and send its proxy materials for the 2025 Annual Meeting. Proposals should be sent to Wabash National Corporation, Attention: Corporate Secretary, 3900 McCarty Lane, Lafayette, Indiana 47905 and follow the procedures required by Rule 14a-8 of the Exchange Act. Stockholder Director Nominations and other Stockholder Proposals for Presentation at the 2025 Annual Meeting. Under our Bylaws, written notice of stockholder nominations to the Board of Directors and any other business proposed by a stockholder that is not to be included in our proxy statement must be delivered to the Company’s Corporate Secretary no later than the close of business of the 90th day prior nor more than the close of business of the 120th day prior to the first anniversary of the preceding year’s annual meeting. Accordingly, any stockholder who wishes to have a nomination or other business considered at the 2025 Annual Meeting must deliver a written notice (containing the information specified in our Bylaws regarding the stockholder, the nominee and the proposed action, as appropriate) to the Company’s Corporate Secretary between the close of business on January 22, 2025 and the close of business on February 21, 2025. However, if the date of the 2025 Annual Meeting is more than 30 days before or after the first anniversary of the 2024 Annual Meeting, any stockholder who wishes to have a nomination or other business considered at the 2025 Annual Meeting must deliver written notice (containing the information specified in our Bylaws regarding the stockholder, the nominee and the proposed action, as appropriate) to the Company’s Corporate Secretary not earlier than the close of business on the 120th day prior to such Annual Meeting and not later than the close of business of the 90th day prior to such Annual Meeting or the tenth day following the public announcement of such Annual Meeting. SEC rules permit management to vote proxies in its discretion with respect to such matters if we advise stockholders how management intends to vote. A nomination or other proposal will be disregarded if it does not comply with the 80 2024 Proxy Statement WABASH NATIONAL CORPORATION General Information above procedure and any additional requirements set forth in our Bylaws. Please note that these requirements are separate from the SEC’s requirements to have your proposal included in our proxy materials. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the additional information required by Rule 14a-19 under the Exchange Act of 1934 between the close of business on January 22, 2025 and the close of business on February 21, 2025. Householding of Proxy Materials Stockholders residing in the same household who hold their stock through a bank or broker may receive only one set of proxy materials in accordance with a notice sent earlier by their bank or broker. This practice of sending only one copy of proxy materials is called “householding” and this practice saves us money in printing and distribution costs and reduces the environmental impact of our Annual Meeting. This practice will continue unless instructions to the contrary are received by your bank or broker from one or more of the stockholders within the household. We will deliver promptly, upon written or oral request, a separate copy of the proxy materials to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder who wishes to receive separate copies of the proxy materials, now or in the future, should submit a request to the Company by telephone at (765) 771-5310 or by submitting a written request to Wabash National Corporation c/o Director-Investor Relations, 3900 McCarty Lane, Lafayette, IN 47905. If you hold your shares in “street name” and reside in a household that received only one copy of the proxy materials, you can request to receive a separate copy in the future by following the instructions sent by your bank or broker. If your household is receiving multiple copies of the proxy materials, you may request that only a single set of materials be sent by following the instructions sent by your bank or broker. By Order of the Board of Directors, M. Kristin Glazner Senior Vice President, Chief Administrative Officer, Corporate Secretary WABASH NATIONAL CORPORATION 2024 Proxy Statement 81 APPENDIX A CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF WABASH NATIONAL CORPORATION Wabash National Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify as follows: 1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 13, 1991, as amended by a Certificate of Amendment filed with the Secretary of State of the State of Delaware on September 19, 1991, a Certificate of Merger filed with the Secretary of State of the State of Delaware on September 19, 1991, and a Certificate of Amendment filed with the Secretary of State of the State of Delaware on May 13, 2010 (as so amended, the “Certificate of Incorporation”). 2. This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the GCL. 3. Article TENTH of the Certificate of Incorporation is hereby amended and restated in its entirety as follows: The Corporation shall indemnify, to the full extent authorized or permitted by law any person made, or threatened to be made, a party to any action or proceeding (whether civil or criminal or otherwise) by reason of the fact that he or she, his or her testator or his or her intestate, is or was a director or officer of the Corporation or by reason of the fact that such director or officer, at the request of the Corporation, is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law. To the fullest extent permitted by the GCL, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL, in the case of directors only, (iv) for any transaction from which the director derived an improper personal benefit, or (v) for any action by or in the right of the Corporation, in the case of officers only. If the GCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this __ day of __________, 2024. WABASH NATIONAL CORPORATION By: Name: Title: WABASH NATIONAL CORPORATION 2024 Proxy Statement A-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ☐ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2023 or Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ to ________ Commission File Number: 001-10883 WABASH NATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 3900 McCarty Lane Lafayette Indiana (Address of Principal Executive Offices) 52-1375208 (IRS Employer Identification Number) 47905 (Zip Code) Securities registered pursuant to Section 12(b) of the Act: Registrant’s telephone number, including area code: (765) 771-5310 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $.01 Par Value WNC New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Non-accelerated filer ☐ Emerging growth company ☐ Accelerated filer ☐ Smaller reporting company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.1D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2023 was approximately $1,197,022,220 based upon the closing price of the Company’s common stock as quoted on the New York Stock Exchange composite tape on such date. The number of shares outstanding of the registrant’s common stock as of February 15, 2024 was 45,085,791. Part III of this Form 10-K incorporates by reference certain portions of the registrant’s Proxy Statement for its Annual Meeting of Stockholders to be filed within 120 days after December 31, 2023. WABASH NATIONAL CORPORATION FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023 TABLE OF CONTENTS Page PART I Item 1 Item 1A Item 1B Item 1C Item 2 Item 3 Item 4 PART II Item 5 Item 6 Item 7 Business Risk Factors Unresolved Staff Comments Cybersecurity Properties Legal Proceedings Mine Safety Disclosures Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities [Reserved] Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A Quantitative and Qualitative Disclosures about Market Risk Item 8 Item 9 Item 9A Item 9B Item 9C PART III Item 10 Item 11 Item 12 Item 13 Item 14 PART IV Item 15 Item 16 SIGNATURES Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services Exhibits and Financial Statement Schedules Form 10-K Summary 2 5 20 30 30 31 32 32 33 34 35 52 53 89 89 91 91 91 91 91 91 91 92 92 94 FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K (the “Annual Report”) of Wabash National Corporation (together with its subsidiaries, “Wabash,” “Company,” “us,” “we,” or “our”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words. Forward-looking statements convey the Company’s current expectations or forecasts of future events. Our “forward-looking statements” include, but are not limited to, statements regarding: ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ demand for our products and the sensitivity of demand to economic conditions; the highly cyclical nature of our business; economic weakness and its impact on the markets and customers we serve; our backlog and indicators of the level of our future revenues; changes in our customer relationships or in the financial condition of our customers; reliance on information technology to support our operations and our ability to protect against service interruptions or security breaches; inflation; reliance on a limited number of suppliers of raw materials and components, price increases of raw materials and components, and our ability to obtain raw materials and components; our ability to attract and retain key personnel or a sufficient workforce; our ability to execute on our long-term strategic plan and growth initiatives or to meet our long-term financial goals; volatility in the supply of vehicle chassis and other vehicle components; significant competition in the industries in which we operate including offerings by our competitors of new or better products and services or lower prices; our competition in the highly competitive specialized vehicle industry; ▪ market acceptance of our technology and products or market share gains of competing products; ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ disruptions of manufacturing operations; our ability to effectively manage, safeguard, design, manufacture, service, repair, and maintain our leased (or subleased) trailers; our ability to realize all of the expected enhanced revenue, earnings, and cash flow from our joint venture arrangement to create Linq Venture Holdings LLC; our ability to realize all of the expected enhanced revenue, earnings, and cash flow from our agreement to create Wabash Parts LLC; current and future governmental laws and regulations and costs related to compliance with such laws and regulations; changes to U.S. or foreign tax laws and the effects on our effective tax rate and future profitability; changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences; the effects of product liability and other legal claims; climate change and related public focus from regulators and various stakeholders; impairment in the carrying value of goodwill and other long-lived intangible assets; our ability to continue a regular quarterly dividend; our ability to generate sufficient cash to service all of our indebtedness; our indebtedness, financial condition and fulfillment of obligations thereunder; increased risks of international operations; our ability to meet environmental, social, and governance (“ESG”) expectations or standards or to achieve our ESG goals; 3 ▪ ▪ ▪ ▪ provisions of our New Senior Notes which could discourage potential future acquisitions of us by a third party; the risks related to restrictive covenants in our New Senior Notes indenture and Credit Agreement (each, as defined below), including limits on financial and operating flexibility; price and trading volume volatility of our common stock; and assumptions relating to the foregoing. Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in this Annual Report. Each forward-looking statement contained in this Annual Report reflects our management’s view only as of the date on which that forward-looking statement was made. We are not obligated to update forward-looking statements or publicly release the result of any revisions to them to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events, except as required by law. Currently known risks and uncertainties that could cause actual results to differ materially from our expectations are described throughout this Annual Report, including in “Item 1A. Risk Factors.” We urge you to carefully review that section for a more complete discussion of the risks of an investment in our securities. 4 PART I ITEM 1—BUSINESS Overview Wabash National Corporation, which we refer to herein as “Wabash,” the “Company,” “us,” “we,” or “our,” is Changing How the World Reaches You®. Wabash was founded in 1985 and incorporated as a corporation in Delaware in 1991, with its principal executive offices in Lafayette, Indiana, as a dry van trailer manufacturer. Today we are the visionary leader of connected solutions for the transportation, logistics, and distribution industries. To that end, we design and manufacture a diverse range of products, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, transportation, logistics, and distribution industry parts and services, and specialty food grade processing equipment. We have achieved this diversification through acquisitions, organic growth, and product innovation. We believe our position as a leader in our key industries is the result of longstanding relationships with our core customers, our demonstrated ability to attract new customers, our broad and innovative product lines, our engineering leadership, and our extensive distribution and service network. More importantly, we believe our leadership position is indicative of the Values and Leadership Principles that guide our actions. At Wabash, its our focus on people, purpose, and performance that drives us to do better. Our Purpose is to change how the world reaches you; our Vision is to be the visionary leader of connected solutions for the transportation, logistics, and distribution industries; and our Mission is to enable our customers to succeed with breakthrough ideas and solutions that help them move everything from first to final mile. Our Values are the qualities that govern our critical leadership behaviors and accelerate our progress. ▪ ▪ ▪ Be Curious: We will make bold choices and encourage creativity, collaboration and risk-taking to turn breakthrough ideas into reality. Have a Growth Mindset: We will be resilient and capable of the change required to succeed in a world that does not stand still. Create Remarkable Teams: We will create a workplace culture that allows individuals to be their best in order to retain and attract talent from diverse industries, geographies and backgrounds. Our Leadership Principles are the behaviors that provide definition to our actions and bring our values to life. ▪ ▪ ▪ ▪ Embrace Diversity and Inclusion: We solicit and respect the input of others, celebrate our differences and strive for transparency and inclusiveness. Seek to Listen: We listen to our customers, partners, and each other to reach the best solutions and make the strongest decisions. Always Learn: To model a growth mindset, we continue learning through every stage of our careers. We do not quit and we are not satisfied with the status quo. Be Authentic: Employees who thrive at Wabash are honest, have incredible energy and demonstrate grit in everything they do. ▪ Win Together: We collaborate, seek alignment and excel at cross-group communication to succeed as one team and One Wabash. Rebranding In January 2022, Wabash National Corporation and its portfolio of brands rebranded as Wabash® and began a significant shift in the Company’s go-to-market brand strategy. This marks a milestone in the Company’s transformation, following two years of accomplishments in our reorganization, new customer acquisition, and strategic growth as One Wabash. The rebrand is a reflection of our efforts and how we go-to-market with a powerful brand strategy designed to carry all of our legacy brands into the future. 5 Wabash aims to be a visionary leader that drives the changing business of transport in ways that move the entire industry forward. We see a different future reality than our competition in the context of social, technological, and logistics changes, and we’ve chosen to go down a substantially different path to re-shape the industry and pull that future forward for our customers. We saw how logistics changes would disrupt the industry and result in customers buying from one source, in one way, from first to final mile. We saw the need to radically change how products are conceived and designed upfront in engineering with new technologies to make leap-frog improvements in quality and consistency. We had the foresight to develop and commercialize a new composite technology that can deliver breakthrough value to customers. Going forward, we see the need to expand connectivity from the source all the way to the home to ensure food safety versus myopically focusing on point solutions. As of January 2022, we market nearly all products in our Transportation Solutions and Parts & Services segments as Wabash®. The Company will continue to market DuraPlate®, DuraPlateHD®, DuraPlate AeroSkirt®, and AeroSkirt CX®, as well as the new EcoNex™ Technology brand for our proprietary molded structural composite. Wabash Management System Our Wabash Management System (“WMS”) is a set of principles and standardized business processes for the purpose of achieving our strategic objectives. These principles are centered around lean thinking and state that lean application must extend across and throughout our entire enterprise, not only our manufacturing processes. By codifying what makes our company great, the WMS drives focus on the interconnected processes that are critical for success across our business. WMS is based on forward planning and continuous capability evaluation as we simultaneously drive execution and breakthrough performance. WMS requires everyone to be an active contributor to our enterprise-wide lean efforts and enables growth through innovation and industry leading customer satisfaction and alliances. Our WMS principles underpin an ongoing improvement cycle that includes Strategic Planning and Deployment, Kaizen, and Daily Management. It is through this set of standards and thinking that we create a “One Wabash” approach to our employees and customers, add new business capabilities, and enable profitable growth. In partnership with Purdue University, during 2022 we developed a curriculum for WMS Facilitator and Coaching. We have hosted WMS University Champion training sessions and have over 225 graduates of the program while continuing to enhance internally. Company-wide, we have frequent WMS communication and engagement enhancement sessions, including lunch & learn trainings. Finally, we have developed a strategic deployment process and planning cycle. Our One Wabash organizational structure enables long-term growth for the Company with an intense focus on value streams, streamlined processes, product innovation, and a consistent, superior experience for all customers who seek our solutions in the transportation, logistics and distribution markets. The value streams leverage the power of our processes to close the cycle of customer needs and customer fulfillment. Operating Segments The One Wabash organizational transformation began during the first quarter of 2020 to better align resources and processes on serving the customer and to enable long-term growth. In connection with the substantial completion of our One Wabash strategic initiatives, including organizational and structural changes as well as portfolio rationalization, beginning in September 2021 we realigned our operating and reportable segments based on how the Chief Operating Decision Maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this realignment, we established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”), and eliminated the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) segments. Additional information related to the composition of each segment, is set forth below. Transportation Solutions ■ Dry & Refrigerated Van Trailers ■ Platform Trailers ■ Tank Trailers & Truck-Mounted Tanks ■ Truck-Mounted Dry & Refrigerated Truck Bodies ■ EcoNex™ Trailers & Truck Bodies Parts & Services ■ Aftermarket Parts & Services ■ Truck Body Upfitting Solutions ■ Food, Dairy, and Beverage Equipment ■ DuraPlate® Components & Parts ■ Wabash Parts LLC and Linq Venture Holdings LLC (See Note 6 in the Notes to Consolidated Financial Statements) ■ Trailers as a Service (TAAS)SM (See Additional Information Below) 6 Transportation Solutions The TS segment comprises the design and manufacturing operations for the Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and our wood flooring production facility, all of which were previously reported in the CTP segment. The Company’s EcoNex™ Technology products that were historically included in both the CTP and FMP segments are reported in the TS segment. In addition, the TS segment includes tank trailers and truck-mounted tanks that were historically reported in the DPG segment. Finally, truck-mounted dry and refrigerated bodies and service and stake bodies that were previously reported in the FMP segment are also in the TS segment. Refer to the “Products” section below for additional information and details related to the TS segment’s product offerings. Parts & Services The P&S segment is comprised of each of our historical segments’ parts & services businesses as well as the upfitting component of our truck bodies business. In addition, our Composites products, which are focused on the use of DuraPlate® composite panels beyond the semi-trailer market, are also part of the P&S segment. This segment also includes Wabash Parts LLC and Linq Venture Holdings LLC entities created in the second quarter of 2022 and the fourth quarter of 2023, respectively, as further described in Note 6 in the Notes to Consolidated Financial Statements. Additionally, the P&S segment includes our Trailers as a Service (TAAS)SM initiative, which combines our market-leading trailer products with emerging capabilities like parts distribution and a growing maintenance and repair network in order to provide a valuable suite of services to our customers. Finally, the P&S segment includes the Company’s Engineered Products business, including stainless-steel storage tanks and silos, mixers, and processors for a variety of end markets. As disclosed throughout this Annual Report on Form 10-K for the year ended December 31, 2023, growing and expanding our parts and services offerings is a key strategic initiative for us moving forward. Refer to the “Products” section below for additional information and details related to the P&S segment’s product offerings. Strategy We are the visionary leader of connected solutions with strong customer relationships across the first, middle, and final mile markets that will support profitable growth and provide adaptability to changes in the transportation, logistics, and distribution industries. We believe our One Wabash organizational structure and WMS are uniquely designed to achieve breakthrough customer value. Our TS and P&S segment structure aligns our resources and processes on serving the customer, and our strategy is centered around our ability to scale core competencies by growing in and around core markets with known customers. COLD CHAIN ■ Capture opportunities in markets driven by movement of goods through the temperature- controlled cold chain ■ Bring differentiated solutions to create customer value by leveraging innovative technology offerings, including product offerings, such as EcoNex™ LOGISTICS NETWORK EFFICIENCY RECURRENT REVENUE ■ Pursue opportunities to capitalize on the changing logistics landscape, including the expected growth in power-only networks ■ Grow within the rapidly expanding home delivery market by augmenting truck body offerings with refreshed product offerings ■ Technology advancements are accelerating the disruption of traditional logistics models ■ Pursue organic growth opportunities within parts distribution and truck body upfitting to become a scalable and tech-enabled distribution platform to serve existing and new customers ■ Connecting across the transportation ecosystem to facilitate interactions and leverage our brand ■ Unify historically disparate parts and services revenue streams to drive alignment and growth focus 7 Our first to final mile portfolio of products creates simplicity for customers managing through significant industry change. We believe that if we are successful in focusing on each of these strategic initiatives, we will be well-positioned to advance our commitment to deliver long-term profitable growth within each of our reportable segments, support margin enhancement through our One Wabash organization and WMS mindset, and successfully deliver value to our shareholders. In addition, leveraging our dealer and strategic account relationships will create the scale of a national service network. During 2023, we partnered with Loadsmith and continued our partnership with FreightVana to support our Trailers as a Service (“TAAS”)SM initiative. Our TAAS initiative combines our market-leading trailer products with emerging capabilities like parts distribution and a growing maintenance and repair network in order to provide a valuable suite of services to our customers and contribute to our growing base of recurring revenue in our Parts & Services operating segment. The amendment to our Revolving Credit Agreement during the third quarter of 2022, supports our TAAS offering with increased liquidity availability. By continuing to be the visionary leader in the transportation, logistics, and distribution industries we expect to leverage our existing assets and capabilities into higher margin products and markets by delivering value-added customer solutions. Optimizing our product portfolio, operations, and processes to enhance manufacturing efficiency and agility is expected to well- position the Company to drive margin expansion and reinforce our customer relationships. Acquisition Strategy We believe that our overall business and segments have significant opportunities to grow through disciplined strategic acquisitions. When evaluating acquisition targets, we generally look for opportunities that exhibit the following attributes: ▪ ▪ ▪ ▪ ▪ Customer-focused solutions; Access to new technology and innovation; Strong management team that is a cultural fit; Aligned with our core competencies in purchasing, operations, distribution, and product development; and Growth markets, whether end-markets or geographical, within the transportation, logistics, and distribution industries. Capital Allocation Strategy We believe that a balanced and disciplined capital allocation strategy is necessary to support our growth initiatives and create shareholder value. The objectives and goals of the Company’s capital allocation strategy are summarized below: Maintain Liquidity: § Manage the business for the long-term § Continue to be equipped for changes in market conditions and strategic growth opportunities Debt Management: § Maintain healthy leverage ratios Reinvest for Growth: Dividends: § Fund capital expenditures and research and development that optimize strategic capacity to support demand as well as support our productivity initiatives § Maintain our regular dividend which has been paid for the last seven consecutive years Share Repurchases: § Offset dilution from stock-based compensation § Opportunistically repurchase shares Industry and Competition Trucking in the U.S., according to the American Trucking Association (“ATA”), was estimated to be a $940.8 billion industry in 2022, representing approximately 81% of the total U.S. transportation industry revenue. From a financial (e.g., value) industry perspective, this represents an increase of approximately 7.5% from ATA’s 2021 estimate and is consistent with the prior year as a percentage of the total U.S. transportation industry revenue (81% in both 2022 and 2021). Furthermore, ATA estimates that approximately 72.6% of all domestic freight tonnage in 2022 was carried by trucks, and 327.5 billion miles were traveled by registered trucks in 2021. Trailer demand is a direct function of the amount of freight to be transported. 8 Transportation in the U.S., including trucking, is a cyclical industry that has experienced three cycles over the last 20 years. In each of the last three cycles the decline in freight tonnage preceded the general U.S. economic downturn and the recovery has generally preceded that of the economy as a whole. The trailer industry generally follows the transportation industry, experiencing cycles in the early and late 90’s lasting approximately 58 and 67 months, respectively. Truck freight tonnage, according to ATA statistics, started declining year-over-year in 2006 and remained at depressed levels through 2009, when the most recent cycle concluded. After three consecutive years with total trailer demand well below normal replacement demand levels estimated to be approximately 220,000 trailers, the period ending December 31, 2019 demonstrated six consecutive years of healthy demand in which there were total trailer shipments of approximately 269,000, 308,000, 286,000, 288,000, 323,000, and 328,000 for the years ending 2014, 2015, 2016, 2017, 2018, and 2019, respectively. Since 2020’s decrease in trailer production (during the worst part of the COVID-19 pandemic) to approximately 206,000 trailer shipments that year, according to ATA, trailer production has rebounded in 2022 and 2023 to levels seen in the previous decade. According to ACT Research Company (“ACT”) and FTR Associates (“FTR”), total U.S. trailer production in 2022 was approximately 308,000 trailers. ACT and FTR estimate 2023 production to be approximately 311,000 and 322,000 trailers, respectively. This represents an increase of approximately 1% and 4.4%, respectively from 2022. The current estimates from ACT and FTR for 2024 for United States trailer production is 254,000 and 240,000, respectively which is 18.2% and 25.5% below 2023 production estimates. This is indicative of a freight market downcycle that has taken shape since the middle of 2022, when the industry saw freight volumes and average truckload spot rates fall relatively quickly. Although these challenging conditions are expected to continue into 2024 and may impact future trailer production, it appears the industry is at a cycle bottom and waiting for freight volumes to recover. Additional discussion and analysis is included under the section titled "Industry Trends" included within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K. Trailer manufacturers compete primarily through the quality of their products, customer relationships, innovative technology, and price. We have observed others in the industry also pursue the development and use of composite sidewalls that compete directly with our DuraPlate® products. Our product development is focused on maintaining a leading position with respect to these products and on development of new products and markets, leveraging products across our segments such as EcoNexTM Technology, as well as our expertise in the engineering and design of customized products. The tank trailers component of our Transportation Solutions segment and the engineered products component of our Parts & Services segment, in most cases, participate in markets different from our historical core van and platform trailer product offerings. The customers and end markets that these components serve are broader and more diverse than the van and platform trailer industries, including the dairy, food and beverage, pharmaceutical, chemical, craft brewing, biotech, and specialty vehicle markets. In addition, our diversification efforts pertain to new and emerging markets and many of the products are driven by regulatory requirements or, in most cases, customer-specific needs. The truck body component of our Transportation Solutions segment competes in the specialized vehicle industry, whereby there are only a few national competitors and many smaller, regional companies. Competitive factors include quality of product, lead times, geographic proximity to customers, and the ability to manufacture a product customized to customer specifications. With our national presence, diverse product offerings, and One Wabash approach to customer relationships, we believe that we are well positioned to meet the competitive challenges presented. In addition, a growing part of the truck body product line is directly aligned with our trailer customers. Human Capital Resources and Management As of December 31, 2023, we had approximately 6,700 full-time employees. Throughout 2023, essentially all of our active employees were non-union. Our temporary employees represented less than 1% of our overall production workforce as of December 31, 2023. We believe our commitment to our human capital resources is key to our mission to enable our customers to succeed with breakthrough ideas and solutions that help them move everything from first to final mile. In addition, our human capital resources are at the core of our Values and Leadership Principles. The Company’s executives (the “Senior Leadership Team”), including the President and Chief Executive Officer, are responsible for developing and executing the Company’s human capital strategy. This includes the attraction, acquisition, development, and engagement of talent to deliver on the Company’s strategy and the design of employee compensation and benefits programs. The Senior Leadership Team is also responsible for developing and integrating the Company’s diversity and inclusion roadmap. In addition, regular updates are provided to the Company’s Board of Directors and its committees on the operation and status of human capital trends and activities. Key areas of focus for the Company include: 9 • ▪ Employee Engagement – We define engagement as a deep connection and sense of purpose at work that creates extra energy and commitment. Our goal is to engineer a winning culture that is designed to execute the Company’s strategic plan. Over the long-term, we seek better outcomes from having a highly engaged and values-aligned workforce, including higher retention, higher productivity, better customer satisfaction, better quality, and better safety. We provide all employees with the opportunity to share their opinions and feedback on our culture through a voluntary annual employee engagement assessment where all employees are encouraged to participate. Results are measured and analyzed to enhance the employee experience, promote employee retention, drive positive change, and leverage the overall success of our organization. Talent Development – One of our Company values is Always Learn. We put that into practice by offering our own welding and skills training courses, self-directed learning modules and an executive leadership development program at no cost to employees. Additionally, we host a wide variety of learning and development opportunities through our custom-tailored Learning Management System — Wabash U. Our employees have access through an online portal to thousands of self-directed and instructor-led courses on a variety of professional development topics. Our employees also have access to WMS University (“WMS U”), which was developed and accredited by Purdue University’s Dauch Center for the Management of Manufacturing Enterprises and TP3 Institute for smart manufacturing. WMS U teaches participants about our WMS systems and tools in our lean enterprise, the goal of which is to equip our employees with the knowledge to live WMS principles every day. There are over 225 graduates to date from our WMS U programs. Finally, in partnership with Purdue University, we developed curriculum for WMS Facilitator and Coaching training, which was launched during the first quarter of 2022. Targeted learning and development opportunities are also created through external partnerships, including special development programs for front line leaders (with over 400 trained since the program began in 2022), as well as focused executive development across a variety of topics. Full-time Wabash employees can pursue various courses, undergraduate and graduate degree programs, or relevant certifications at an accredited college or university without added financial burden by using our Accelerator tuition reimbursement program. We provide all employees a wide range of professional development experiences, both formal and informal, at all stages in their careers. In addition, Wabash employees and dependents of employees are eligible for a variety of scholarships offered by Wabash and the industry associations to which we belong. We support the youth in our communities through program funding, training programs, internships, co-ops, and our emerging leadership development programs. We also sponsor youth clubs in our communities, including robotics clubs, STEM programs, and the Purdue University’s Women in Engineering Program. In 2023, we awarded 12 high school graduates with Wabash scholarships totaling $60,000. ▪ Focus on Safety – At Wabash, safety is our first priority. We prioritize the safety of our employees, our customers, and our communities. We demonstrate this core value by working on innovations to protect the people who operate our equipment. In addition, we partner with other manufacturers in the industry to further promote safety by sharing best practices and ideas for implementing higher standards. We continually focus on reducing the severity and frequency of workplace injuries to create a safe environment for our employees. We provide ongoing safety training and development at our production facilities, which are designed to focus on empowering our employees with the knowledge and tools they need to make safe choices and to mitigate risks. Our employees are encouraged to identify safety opportunities and report near-misses through our safety good catch program. The Company utilizes a mixture of leading and lagging indicators to assess the health and safety performance of its operations. For example, a lagging indicator includes the OSHA Total Recordable Incident Rate (“TRIR”). TRIR in 2023 was 4.32, which is one of the Company’s best-ever years for TRIR performance. A leading metric we use is scoring from our Blueprint for Excellence, which assesses a facility’s overall safety program and identifies key areas of improvement. Wabash utilizes a software platform to proactively mitigate safety risks by driving business decisions based on actionable insights and advanced analytics. We continue to encourage reporting of near-miss incidents and track near-misses enterprise-wide. Our safety awards include: ◦ ◦ ◦ ◦ ◦ 2022 Truck Trailer Manufacturers Association Plant Safety Awards (Fond du Lac, WI, and New Lisbon, WI) 2021 Truck Trailer Manufacturers Association Plant Safety Awards (Little Falls, MN, and San José Iturbide, Guanajuato, Mexico) 2020 Truck Trailer Manufacturers Association Plant Safety Awards (Fond du Lac, WI, and San José Iturbide, Guanajuato, Mexico) 2019 Truck Trailer Manufacturers Association Plant Safety Award (New Lisbon, WI) 2018 Truck Trailer Manufacturers Association Plant Safety Award (San José Iturbide, Guanajuato, Mexico) 10 ◦ ◦ ◦ 2017 Kentucky Governor’s Safety and Health Award (Cadiz, KY) 2016 Truck Trailer Manufacturers Association Plant Safety Awards (New Lisbon, WI, and San José Iturbide, Guanajuato, Mexico) 2015 Truck Trailer Manufacturers Association Plant Safety Awards (New Lisbon, WI) ▪ Health and Wellness – The health and wellness of our employees is critical to our success. We provide our employees with access to a variety of innovative, flexible, and convenient health and wellness programs. Such programs are designed to support employees' physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors. ▪ ▪ ▪ Diversity and Inclusion – Wabash is committed to having a workforce that is diverse and embraces inclusion at all levels, reflecting the diversity of our customers and the varied environments in which we conduct business around the globe. Recognizing, valuing, and fully leveraging our different perspectives and backgrounds to achieve our business goals demonstrate our inclusive culture and are part of our Leadership Principles (“Embrace Diversity and Inclusion”). We need inclusion and diversity to achieve our targeted business results and fulfill our vision of being the visionary leader of connected solutions for the transportation, logistics and distribution industries. Openness to diversity widens our access to the best talent, and inclusion allows us to engage that talent fully. In addition, we place special focus on preventing pay imbalances among genders, including proactive adjustments to pay, titles, and/or benefits to prevent gender pay gaps. In 2023, 66% of our total hourly hires were women and/or minorities, and 47% of total salaried hires in 2023 were women and/or minorities. Compensation and Benefits – Wabash is committed to providing a comprehensive total compensation and benefits program that is competitive within the local market as well as the industries we serve. Our compensation and benefits program not only ensures external market competitiveness and internal equity, but it also maintains a strong emphasis on performance. The tenets of our compensation philosophy are: ◦ ◦ ◦ ◦ Compensation is calibrated to market to facilitate access to and retain needed talent. Compensation design is transparent compensation. to help employees clearly understand all components of their Compensation is connected to individual performance and, in some cases, performance of the organization. Compensation enables purpose by being connected to the Company’s values and leadership principles. In addition to salaries, these programs can include annual bonuses, stock-based compensation awards, a 401(k) plan and non-qualified deferred compensation plan with employee matching opportunities, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, flexible work schedules, safety shoe and prescription safety glass programs, an employee assistance program, and tuition assistance, among many others. Community Involvement – Wabash’s charitable giving program combines volunteer work with financial support to make a meaningful, lasting impact on our communities. We actively partner with nonprofit groups and projects to donate time, needed materials and financial resources to support the communities where we live and work. We place special emphasis on combating food insecurity in our communities, as well as supporting children and veterans. We believe that enriching the lives of those around us is a powerful investment in our future. Involvement in our communities is unique to our various locations. During 2022, we announced a national partnership to help end food insecurity with Feeding America®, the nation’s largest domestic hunger-relief organization. Through this partnership, Wabash has donated $150,000 annually in support of mobile food pantries and freight subsidies, which are crucial to increasing the distribution of fresh and healthy food in vulnerable communities. This national partnership is an expansion of the work Wabash has done over the past 20 years on a local level with various Feeding America member food banks. In 2023, Wabash donated more than $755,000 through corporate gifts, local charitable sponsorships and employee donations to nonprofit organizations. Our charitable contributions included gifts to Feeding America, Fisher House, United Way, Cystic Fibrosis Foundation, Junior Achievement, National Alliance on Mental Illness, Gary Sinise Foundation, Boys and Girls Club, Humane Society, Habitat for Humanity, Mental Health America, Wreaths Across America, Special Olympics, YWCA, Boys Scouts of America, and more. In addition to these organizations, we also supported local schools across the country with robotics clubs, weld programs, career development, food bank backpack programs, youth sports, music enrichment programs, and more. 11 We also run a Day of Giving program, which allows all full-time employees the opportunity to volunteer one scheduled workday each calendar year. In 2023, around 10% of the Company's workforce dedicated over 5,000 hours of volunteer work, actively supporting local food banks, homeless shelters, veteran services agencies, environmental conservation programs, local schools’ leadership and career readiness activities, Junior Achievement, Salvation Army, YWCA, local animal shelters, Wreaths Across America, youth athletics, art programs, foster child agencies, programs to support people with disabilities, and more. Our annual Corporate Responsibility Report is available on our website (ir.onewabash.com) and references the ongoing to sustainability and social environmental, social, and governance (ESG) initiatives that demonstrate our commitment responsibility. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual Report on Form 10-K unless expressly noted. Competitive Strengths We believe our core competitive strengths include, but are not limited to: ▪ ▪ ▪ Long-Term Core Customer Relationships – We are the leading provider of trailers to a significant number of top tier trucking companies, generating a revenue base that has helped to sustain us as one of the market leaders. Our van products are preferred by many of the industry’s leading carriers. We are also a leading provider of liquid- transportation systems and engineered products and we have a strong customer base, consisting of mostly private fleets, and have earned a leading market position across many of the markets we serve. In addition, we are a leading manufacturer of truck bodies, and we have a strong customer base of large national fleet leasing companies and large retailers. Our competitive strength related to long-term core customer relationships is evidenced by our multi-year order agreement with J.B. Hunt Transport Inc., which we announced in January 2023. Technology and Innovation – We continue to be recognized by the trucking industry as a leader in developing technology to provide value-added solutions for our customers that reduce trailer operating costs, improve revenue opportunities, and solve unique transportation problems. Throughout our history, we have been and we expect to continue to be a leading innovator in the design and production of trailers and related products. We have commercialized and launched DuraPlate® Cell Core, a modified DuraPlate® panel that reduces the weight of a conventional 53 foot DuraPlate® trailer by 300 pounds without compromising strength or durability. Our refrigerated van offerings now include EcoNexTM Technology, which is under our recently introduced AcuthermTM portfolio of solutions designed for intelligent thermal management. In connection with our Cold Chain strategic initiative, a refrigerated trailer with EcoNexTM Technology provides up to 28% improvement in thermal performance over Wabash’s conventional ArcticLite® refrigerated trailer, and is being engineered to be lighter with greater strength and durability. This translates into lower lifetime operational costs and more conscious use of resources. In August 2022, we announced a $20 million investment to be made in our manufacturing capacity to scale our EcoNexTM technology within refrigerated vans, truck bodies, and other transportation and logistics related products. Additionally, The Kroger Company continues to a be a large Wabash customer since placing an initial order for more than $10 million in 2021 of refrigerated home delivery vehicles with EcoNexTM Technology. During 2021, we received the 2021 Indiana Manufacturers Association’s Manufacturing Excellence Award for Innovation for our EcoNexTM Technology. We are leveraging this innovative technology in other facets of our business, such as the final mile and home delivery space. Since December 2021 we have partnered with Purdue University to accelerate the Company’s speed to market with proprietary, innovative products. The partnership connects Wabash to Purdue’s Office of Industry Partnerships, allowing us to leverage Purdue University’s resources to deliver new and improved sustainability-focused solutions to the transportation, logistics, and distribution industries. Significant Brand Recognition – In January 2022, Wabash National Corporation and its portfolio of brands rebranded as Wabash® and began a significant shift in the Company’s go-to-market brand strategy. This rebranding provides the foundation to build upon our history of being one of the most widely recognized brands in the industry, recognized for quality, performance, and innovation leadership. It also positions us to increase the ease of doing business for customers and solve critical customer needs with innovative solutions across products from the first to final mile. In addition, we were named to the Forbes list of America’s Most Successful Small-Cap Companies 2024. 12 ▪ WMS and Enterprise Lean – By codifying what makes our company great, the Wabash Management System (“WMS”) drives focus on the interconnected processes that are critical for success across our business. WMS is based on forward planning and continuous capability evaluation as we simultaneously drive execution and breakthrough performance. WMS requires everyone to be an active contributor to our enterprise-wide lean efforts and enables growth through innovation and industry leading customer satisfaction and alliances. Our WMS principles underpin an ongoing improvement cycle that includes Strategic Planning and Deployment, Kaizen, and Daily Management. It is through this set of standards and thinking that we create a “One Wabash” approach to our customers, add new business capabilities, and enable profitable growth. ▪ ▪ Safety, quality, delivery, cost, morale, and environment are the core elements of our program of continuous improvement. We currently maintain an ISO 14001 registration of the Environmental Management System at four facilities, which include our Lafayette, Indiana; Cadiz, Kentucky; San José Iturbide, Mexico; and Harrison, Arkansas locations. In addition, we have achieved ISO 9001 registration of the Quality Management Systems at our Lafayette, Indiana and Cadiz, Kentucky facilities. Corporate Culture – As further described above in the “Human Capital Resources and Management” section, we believe strong human capital acts as a competitive differentiator and our focus is not only on ensuring we have the right leaders in place to drive our strategic initiatives today, but also to nurture our talent pipeline to develop strong leaders for our company’s future. To that end, we benefit from an experienced, value-driven management team and dedicated workforce. We strive to achieve alignment at every layer and throughout all functional areas of our business and are focused on ensuring the right systems are in place to facilitate all team members working toward the same shared goals. Critical to this is the One Wabash mindset that our business is constructed of three interlinked segments that benefit from one another and are stronger as a result of being part of Wabash. Extensive Distribution Network – We utilize a network of 23 independent dealers with approximately 70 locations throughout North America to distribute our van trailers. Our platform trailer distribution network consists of 58 independent dealers with approximately 105 locations throughout North America. Our tank trailers are distributed through a network of 3 independent dealers with 5 locations throughout North America, along with additional arrangements to provide supplemental coverage as needed. Additionally, our truck body commercial network consists of more than 900 partners. Our commercial network primarily serves mid-market and smaller sized carriers and private fleets in the geographic region where the partner is located and occasionally may sell to large fleets. Regulation Truck trailer length, height, width, maximum weight capacity and other specifications are regulated by individual states. The federal government also regulates certain safety and environmental sustainability features incorporated in the design and use of truck and tank trailers, as well as truck bodies. These regulations include: requirements to install Electronic Logging Devices, the use of aerodynamic devices and fuel saving technologies, as well as operator restrictions as to hours of service and minimum driver safety standards (see “Industry Trends” included within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K for more details on these regulations). In addition, most tank trailers we manufacture have specific federal regulations and restrictions that dictate tank design, material type and thickness. Manufacturing operations are subject to environmental laws enforced by federal, state and local agencies (see “Environmental Matters”). Products Since our inception, we have worked to expand our product offerings from a single truck trailer dry van product to a broad range of connected solutions for the transportation, logistics, and distribution industries to help our customers move everything from first to final mile. We manage a diverse product portfolio, maintain long-standing customer relationships, and focus on innovative and breakthrough technologies within two operating segments. Our current Transportation Solutions segment primarily includes the following products: • Van, Platform, and Tank Trailers ◦ Dry Van Trailers. The dry van market represents our largest product line and includes trailers sold under the DuraPlate® and DuraPlate HD® trademarks. Our DuraPlate® trailers utilize a proprietary technology that consists of a composite sandwich panel wall for increased durability and greater strength. In addition, we have introduced DuraPlate® Cell Core, a modified DuraPlate® panel that reduces the weight of a conventional 53-foot DuraPlate® trailer by 300 pounds. 13 ◦ ◦ ◦ Platform Trailers. Platform trailers were sold under the Transcraft® and Benson® trademarks until the January 2022 rebranding as Wabash®. Platform trailers consist of a trailer chassis with a flat or “drop” loading deck without permanent sides or a roof. These trailers are primarily utilized to haul steel coils, construction materials, and large equipment. In addition to our all steel and combination steel and aluminum platform trailers, we also offer a premium all-aluminum platform trailer. AcuthermTM Refrigerated Trailers. Our refrigerated trailers provide thermal efficiency, maximum payload capacity, and superior damage resistance. Our refrigerated trailers were sold under the ArcticLite® trademark until the January 2022 rebranding as Wabash® and use our SolarGuard® technology, coupled with our foaming process, which we believe enables customers to achieve lower costs through reduced operating hours of refrigeration equipment and therefore reduced fuel consumption. As previously discussed, our AcuthermTM refrigerated trailer with EcoNexTM Technology provides up to 28% improvement in thermal performance over Wabash’s conventional ArcticLite® refrigerated trailer construction, prevents water intrusion, slows foam degradation, and ultimately, extends equipment life. The all-composite floor system of the AcuthermTM refrigerated trailer with EcoNexTM Technology is being engineered to increase cube capacity and eliminate corrosion issues of conventional refrigerated trailers. Tank Trailers. Our tank trailer offerings include several products dedicated to transportation solutions. These brands included WalkerTM Transport, Brenner® Tank, and Bulk Tank International until the January 2022 rebranding as Wabash®. Our product offerings in this component of the TS segment include stainless steel and aluminum tank trailers for the dairy, food and beverage, oil, and gas markets, as well as stainless steel and fiberglass reinforced poly tank trailers for chemical end markets. ▪ Truck Bodies and Related Products ◦ Wabash® Dry Freight Truck Bodies. These truck bodies range from 12 to 30 feet in length with exterior walls assembled from one of several material options, including our premium DuraPlate® panels and pre-painted aluminum sheet and post. Additional features include industry-leading durable one-piece front header design, LED marker lights, sealed wiring harnesses, hardwood flooring, and various door configurations to accommodate end-user loading and unloading requirements. This product is adaptable for a diverse range of uses in dry-freight transportation. ◦ ◦ ◦ ◦ Cargo and Cargo XL Bodies. An ideal route truck for a variety of commercial applications, these van bodies are manufactured on cutaway chassis which allow access from the cab to the cargo area. This newly designed product line utilizes our DuraPlate® panel wall construction as the foundation for a superior light duty delivery vehicle for the growing final mile segment of the truck body market we serve. Insulated AcuthermTM Refrigerated Truck Bodies. These insulated van bodies, in lengths from 12 to 28 feet, provide versatility and dependability for temperature-controlled applications. Flexible for either hand-load or pallet-load requirements, they are ideal for multi-stop distribution of both fresh and frozen products. Soon to be offered in late 2024, AcuthermTM Refrigerated Truck Bodies with EcoNexTM Technology will join the ranks of our refrigerated products introducing a lighter and more thermally efficient insulated wall, floor, and roof construction to meet the growing demand for a more sustainable thermal delivery solution for our customers. Light-Duty AcuthermTM Refrigerated Bodies with EcoNexTM Technology. Our new light-duty, home delivery refrigerated truck body with EcoNexTM Technology is being designed to maximize both cargo capacity and delivery productivity on chassis with gross vehicle weight ratings below 10,000 pounds. The purpose-built insulated body design facilitates a rack and tote system unique to the food distribution industry while creating easy access to separate temperature zones for perishable goods. Platform Truck Bodies. Our platform truck bodies offer various configurations with steel front bulkheads and removable stake racks on the sides and rear. The platform truck body is utilized for a broad range of manufacturing and construction industries’ transportation needs. ▪ Other Transportation Solutions Components ◦ Used Trailers. These products include the sale of used trailers through our used fleet sales center to facilitate additional new trailer sales with a focus on selling both large and small fleet trade packages to the wholesale market. ◦ Wood Products. We manufacture laminated hardwood oak flooring used primarily in our dry van trailer products at our manufacturing operations located in Harrison, Arkansas. 14 Our current Parts & Services segment primarily includes the following products: ▪ Upfit, Parts, and Services Offerings ◦ ◦ Aftermarket Parts and Services. Aftermarket component products are manufactured to provide continued support to our customers throughout the life-cycle of the trailer. Utilizing our on-site service centers, we provide a wide array of quality aftermarket parts and services to our customers. In addition, we provide parts and maintenance and repair services for tank trailers and other related equipment through our five tank service centers. Truck Body Upfitting, Parts, and Services. Through our truck body upfitting locations, we offer solutions to help customize and ensure our products meet the needs of our customers. Offerings include steel flatbed bodies, truck body mounting, shelving for package delivery, partitions, roof racks, hitches, thermal solutions, liftgates, and more. We also offer direct-line access to truck body repair parts (generally for all manufacturers) and provide other services such as door repair and replacement, collision repair (generally for all manufacturers), and basic maintenance. We currently have six locations throughout the United States for truck body parts and services, five of which also offer upfitting services. • Linq Venture Holdings, LLC ◦ Linq Venture Holdings LLC. As further described in Note 6 in the Notes to Consolidated Financial Statements, during the fourth quarter of 2023, the Company continued to unify and expand its parts and services capabilities and ecosystem by executing an agreement with a partner to create a new legal entity (Linq Venture Holdings LLC, “Linq”) to develop and scale a digital marketplace in and for the transportation and logistics distribution industry. Linq is intended to be the digital channel to market Wabash equipment and parts & services, as well as non-Wabash parts & services, in a digital marketplace format to end-customers as well as dealers. ▪ Wabash Parts LLC ◦ Wabash Parts LLC. As further described in Note 6 in the Notes to Consolidated Financial Statements, during the second quarter of 2022, we unified and expanded our parts and distribution capabilities by executing an agreement with a partner to create a new legal entity (Wabash Parts LLC) to operate a parts and services distribution platform. The single channel distribution network will, over time, include the entire Wabash aftermarket portfolio and a wide range of transportation parts with increased inventory and faster shipping. In addition, the network utilizes Wabash’s extensive network of equipment dealers’ service capabilities, as well as the infrastructure of industry-leading partners of national wholesale distribution for aftermarket heavy-duty truck and trailers parts, using multiple distribution centers across the United States. ▪ Process Systems ◦ Process Systems. Product offerings include stainless steel storage tanks and silos, mixers, and processors for the dairy, food and beverage, pharmaceutical, chemical, craft brewing, and biotech end markets. As further described in Note 21 of the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K, during the second quarter of 2021 we sold the Extract Technology® business. Extract Technology® manufactured stainless steel isolators and downflow booths, as well as custom-fabricated equipment including workstations and drum booths for the pharmaceutical, fine chemical, biotech, and nuclear end markets. ▪ Other Parts & Services Product Offerings ◦ ◦ ◦ Trailers as a Service (TAAS)SM. Our TAAS initiative combines our market-leading trailer products with emerging capabilities like parts distribution and a growing maintenance and repair network in order to provide a valuable suite of services to our customers and contribute to our growing base of recurring revenue in our Parts & Services operating segment. Composites. Our Composites products focus on the use of DuraPlate® composite panels and EcoNexTM technology beyond the semi-trailer market. Product offerings include truck bodies, overhead doors, and other industrial applications. We continue to develop new products and actively explore markets that can benefit from the proven performance of our proprietary technology. We offer a number of aerodynamic solutions designed to improve overall trailer aerodynamics and fuel economy, most notably the DuraPlate® AeroSkirt®, which is EPA Smartway® verified and California Air Resource Board compliant. Used Trailers. These products include the sale of used trailers that do not occur through our used fleet sales center. 15 Customers Our customer base has historically included many of the nation’s largest truckload common carriers, leasing companies, private fleet carriers, less-than-truckload common carriers, and package carriers. We continue to expand our customer base and achieve diversification through acquisitions, organic growth, product innovation, and through our extensive distribution and service network. All of these efforts have been accomplished while maintaining our relationships with our core customers. Our five largest customers together accounted for approximately 32%, 33%, and 30% of our aggregate net sales in 2023, 2022 and 2021, respectively. Our largest customer accounted for 12% of our aggregate net sales in 2023. No individual customer accounted for more than 10% of our aggregate net sales in either 2022 or 2021. International sales accounted for less than 10% of net sales for each of the last three years. We have established relationships as a supplier to many large customers in the transportation industry for our dry and refrigerated van products, platform trailers, and tank trailers, including the following: ▪ Truckload Carriers: Averitt Express, Inc.; Crete Carrier Corporation; J.B. Hunt Transport, Inc.; and Werner Enterprises, Inc. ▪ Less-Than-Truckload Carriers: Old Dominion Freight Lines, Inc.; R&L Carriers, Inc.; and Saia, Inc. ▪ Leasing Companies: Penske Truck Leasing Company; Ryder System, Inc. ▪ Private Fleets: Kroger; Target Corporation; and Walmart. ▪ Liquid Carriers: Dana Liquid Transport Corporation; Oakley Transport, Inc.; Quality Carriers, Inc.; and Sprint Transport, LLC. Through our engineered products component of the Parts & Services segment we also sell our products to other customers including, but not limited to, GlaxoSmithKline Services Unlimited and W.M. Sprinkman. In addition, we sell our truck bodies to fleet leasing customers and direct customers including, but not limited to: Budget Truck Rental, LLC; Enterprise Holdings, Inc.; Penske Truck Leasing Company; and Ryder System, Inc. Notable end users of our truck body products include, but are not limited to: Krispy Kreme, Inc.; Southern Glazer’s Wine and Spirits of America; and Costco Wholesale Corporation. Marketing and Distribution We market and distribute our products through the following channels: ▪ ▪ Factory direct accounts; and Independent dealerships. Factory direct accounts are generally large fleets that are high volume purchasers. Historically, we have focused on the factory direct market in which customers are highly knowledgeable of the life-cycle costs of equipment and, therefore, are best equipped to appreciate the innovative design and value-added features of our products, as well as the value proposition for lower total cost of ownership over the life-cycle of our products. We also sell our van, platform, and tank trailers through a network of independent dealers. Additionally, our truck body products are sold through commercial dealers. Our dealers primarily serve mid-market and smaller sized carriers and private fleets in the geographic region where the dealer is located and occasionally may sell to large fleets. The dealers may also perform service and warranty work for our customers. Raw Materials We utilize a variety of raw materials and components including, but not limited to, specialty steel coil, stainless steel, plastic, aluminum, lumber, tires, landing gear, axles and suspensions, which we purchase from a limited number of suppliers. While we manage some of our commodity price changes by entering into fixed price contracts with our suppliers and through financial derivatives, raw material costs as a percentage of net sales for 2023 increased slightly compared to 2022. Significant price fluctuations or shortages in raw materials or finished components have had, and could have in the future, adverse effects on our results of operations. In 2024 and for the foreseeable future, we expect that the raw materials used in the greatest quantity will be steel, aluminum, plastic, and wood. We will continue to endeavor to pass along raw material and component cost increases. Price increases used to offset inflation or disruption of supply in core materials have generally been successful, although sometimes are delayed. Increases in prices for these purposes represent a risk in execution. In an effort to minimize the effect of price fluctuations, we hedge certain commodities that have the potential to significantly impact our results of operations. 16 Backlog Orders that have been confirmed by customers in writing and have defined delivery timeframes are included in our backlog. Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications, terms, or cancellation. The following table presents backlog information as of December 31, 2023 and December 31, 2022 (in millions): 12-month backlog Total backlog December 31, 2023 2022 $ $ 1,589 1,895 $ $ 2,787 3,396 Change (43)% (44)% The decrease in rolling 12-month backlog and total backlog from December 31, 2022 is primarily related to the current order season materializing similarly to the calendarization of many years prior to COVID-19, particularly for our dry van products. Our observation thus far during the current season for dry vans generally align with industry forecasters in that demand seems poised for a modest pullback. In addition, we continue to believe that our long-term relationship agreements with certain strategic customers (including J.B. Hunt Transport Inc., which we announced in January, 2023) will provide a good base of backlog for years to come. Refer to the “Outlook” section below for additional details related to industry and market conditions. Patents and Intellectual Property We hold or have applied for 153 patents in the U.S. on various components and techniques utilized in our manufacture of transportation equipment and engineered products. In addition, we hold or have applied for 153 patents or registered designs in foreign countries. Our patents include intellectual property related to the manufacture of trailers, containers, truck bodies, platform trailers, tanks, and other engineered products—all of which we believe offer us a significant competitive advantage in the markets in which we compete. Many of our patents include intellectual property related to the manufacture of trailers, containers, truck bodies, and platforms using our proprietary EcoNexTM Technology. Our EcoNexTM Technology is a molded structural composite technology and these patents and patent applications cover the use of extruded foam bricks assembled and cured together in different configurations with resins and fiber mats to create various components and structures including, for example, wall panels and flooring assemblies. We believe the intellectual property related to this use of composite technology in our industry, including proprietary knowledge of the processes involved in manufacturing these components and the resulting products, will offer us a significant market advantage to continue to create proprietary products exploiting this technology. These patent applications will not begin to expire until 2036. Our DuraPlate® patent portfolio includes several patents and pending patent applications, which cover not only utilization of our DuraPlate® products in the manufacture of trailers, but also cover a number of aerodynamic-related products aimed at increasing the fuel efficiency of trailers, including DuraPlate AeroSkirt®. U.S. and foreign patents and patent applications in our DuraPlate® patent portfolio have expiration dates extending until 2036. Certain U.S. patents relating to the combined use of DuraPlate® panels and logistics systems within the sidewalls of our dry van trailers will not expire until 2027 or after; several other issued U.S. patents and pending patent applications relating to the use of DuraPlate® panels, or other composite materials, within aerodynamic-related products will not begin to expire until after 2030. Additionally, we also believe that our proprietary DuraPlate® and DuraPlate® Cell Core production processes, which have been developed and refined since 1995, offer us a significant competitive advantage in the industry—above and beyond the benefits provided by any patent protection concerning the use and/or design of our DuraPlate® products. We believe the proprietary knowledge of these processes and the significant intellectual and capital hurdles in creating similar production processes provide us with an advantage over others in the industry who utilize composite sandwich panel technology. Additionally, our intellectual property portfolio includes patents related to the rear impact guard (“RIG”). The RIG patents include RIG designs which surpass the new federal regulatory RIG standards for the U.S. and Canada and will not begin to expire until 2035. In addition, our intellectual property portfolio includes patents and patent applications covering many trailer industry components. These products have become highly desirable and are recognized for their innovation in the markets we serve. These patents include, for example, those covering the Trust Lock Plus® door locking mechanism, the Max Clearance® Overhead Door System, which provides additional overhead clearance when an overhead-style rear door is in the opened position that would be comparable to that of swing-door models, the use of bonded or riveted intermediate logistics strips, the bonded D-ring hold-down device, bonded skylights, and the DuraPlate® arched roof. The patents covering these products will not expire before 2029. We believe all of these proprietary products offer us a competitive market advantage in the industries in which we compete. 17 We also hold or have applied for 46 trademarks in the U.S. as well as 73 trademarks in foreign countries. These trademarks include the Wabash® brand as well as trademarks associated with our proprietary technologies and products such as DuraPlate®, MaxClearance® Overhead Door System, Trust Lock Plus®, EZ-7®, DuraPlate Aeroskirt®, Aeroskirt CX®, DuraPlate HD®, Lock-Rite®, and EZ-Adjust®. Further, our EcoNexTM Technology trademark application currently pending in the U.S., Canada, Mexico, and Australia covers our proprietary molded structural composites technology featured in many of our refrigerated solutions. Additional trademark and service mark applications covering our proprietary technologies include AcuthermTM covering an intelligent thermal management system of components, products, and solutions as well as our Trailers as a Service (TAAS)™ platform for providing customers with trailer pool services. We believe all of these trademarks are important for the identification of our products and the associated customer goodwill; however, our business is not materially dependent on such trademarks. Environmental Matters Our facilities are subject to various environmental laws and regulations, including those relating to air emissions, climate change, wastewater discharges, the handling and disposal of solid and hazardous wastes and occupational safety and health. Our operations and facilities have been, and in the future may become, the subject of enforcement actions or proceedings for non- compliance with such laws or for remediation of company-related releases of substances into the environment. Resolution of such matters with regulators can result in commitments to compliance abatement or remediation programs and, in some cases, the payment of penalties (see “Legal Proceedings” in Part I, Item 3 for more details). We believe that our facilities are in substantial compliance with applicable environmental laws and regulations. Our facilities have incurred, and will continue to incur, capital and operating expenditures and other costs in complying with these laws and regulations. However, we currently do not anticipate that the future costs of environmental compliance will have a material adverse effect on our business, financial condition, cash flows, or results of operations. Website Access to Company Reports We use our Investor Relations website, ir.onewabash.com, as a channel for routine distribution of important information, including news releases, presentations, and financial information. We post filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities Exchange Commission (“SEC”), including our annual, quarterly, and current reports on Forms 10-K, 10-Q and 8-K, our proxy statements, and any amendments to those reports or statements. All such postings and filings are available on our Investor Relations website. The SEC also maintains a website, www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual Report on Form 10-K unless expressly noted. Information About Our Executive Officers The following are the executive officers of the Company: Name Brent L. Yeagy M. Kristin Glazner Kevin J. Page Michael N. Pettit Dustin T. Smith Age 53 46 62 48 46 Position President and Chief Executive Officer, Director on the Board of Directors Senior Vice President, Chief Administrative Officer, Corporate Secretary Senior Vice President, Chief Commercial Officer Senior Vice President, Chief Financial Officer Senior Vice President, Chief Operating Officer Brent L. Yeagy. Since June 2018, Mr. Yeagy has been responsible for the strategic direction and operations of Wabash in his role as President and Chief Executive Officer. Before his appointment as President and CEO, Mr. Yeagy was President and Chief Operating Officer from October 2016 to June 2018. Mr. Yeagy joined Wabash in 2003 and held a number of positions with increasing responsibility, including Vice President of Manufacturing, Vice President and General Manager of Commercial Trailer Products, and Senior Vice President – Group President, Commercial Trailer Products. Prior to Wabash, from 1999 to 2003, Mr. Yeagy held various positions within human resources, environmental engineering, and safety management for Delco Remy International. Mr. Yeagy served in various plant engineering roles at Rexnord Corporation from December 1995 through 1999. He also served in the United States Navy from 1991 to 1994. Mr. Yeagy holds a Bachelor of Science in Environmental Engineering Science and a Master of Science in Safety Engineering from Purdue University, and an MBA in Business Management from Anderson University. He has also attended executive programs at the University of Michigan’s Ross School of Business as well as Stanford’s Graduate School of Business. Mr. Yeagy is a graduate of the U.S. Navy’s Naval Nuclear Power Program and participated in the Navy’s Officer Candidate Program. 18 M. Kristin Glazner. Ms. Glazner was appointed to Senior Vice President, Chief Administrative Officer (“CAO”) in December 2023. She remains General Counsel, Chief Human Resources Officer, and Corporate Secretary, roles in which she has served since June, 2020, in addition to her added responsibility of Chief Administrative Officer. She previously served as Senior Vice President and Chief Human Resources Officer since November 2018. Ms. Glazner joined Wabash in February 2010 as Corporate Counsel and served in that role until October 2017, when she was appointed to the position of Vice President – Human Resources and Legal Administration, then Vice President – Corporate Human Resources. Before joining Wabash, Ms. Glazner was an attorney with the law firm Baker & Daniels LLP (now Faegre Drinker Biddle & Reath LLP) from 2002 to 2010. She holds a Juris Doctor degree from Indiana University Maurer School of Law and a Bachelor of Arts degree from Butler University. Kevin J. Page. Mr. Page was appointed to Senior Vice President, Chief Commercial Officer and has served in the role since March 23, 2020. He previously served as Wabash’s Senior Vice President and Group President, Diversified Products Group and Final Mile Products since January 2020, after serving as Senior Vice President and Group President, Diversified Products Group from October 2017 to January 2020. Mr. Page joined Wabash in February 2017 as Vice President and General Manager, Final Mile and Distributed Services. Prior to Wabash, he was Interim President of Truck Accessories Group, LLC from 2015 to 2016, and Vice President of Sales, Marketing and Business Development from 2012 to 2015. He served as President of Universal Trailer Cargo Group from 2008 to 2012. Mr. Page also had a 23-year tenure at Utilimaster Corporation serving in various sales roles, including as Vice President of Sales and Marketing. Mr. Page has a Bachelor of Arts in Economics from Wabash College and an MBA (Executive) from Notre Dame. Throughout his career he has also completed executive programs at the University of Chicago, Harvard Business School, University of Michigan and American Management Association. Michael N. Pettit. Mr. Pettit was appointed to Senior Vice President, Chief Financial Officer in January 2020. He previously served as Senior Vice President and Group President, Final Mile Products (2018-2020) and Vice President of Finance and Investor Relations (2014–2018). He joined Wabash in 2012 as Director of Finance for Commercial Trailer Products. Prior to Wabash, from 1998 to 2012, Mr. Pettit held various finance positions with increasing responsibility at Ford Motor Company. With more than 20 years of experience in the transportation industry, he has a broad understanding of strategic planning, mergers and acquisitions, pricing strategy, production planning, and lean manufacturing processes and principles. Mr. Pettit has a Bachelor of Science in Industrial Management from Purdue University and an MBA from Indiana University. Dustin T. Smith. Mr. Smith was appointed Senior Vice President, Chief Operating Officer in December 2023. He previously served as Chief Strategy Officer from June 2021 to December 2023 and as Senior Vice President, Global Operations from March 2020 to June 2021. Mr. Smith joined Wabash in 2007 and has held a number of positions with increasing responsibility, including Director of Finance, Director of Manufacturing, Vice President of Manufacturing, Senior Vice President and General Manager - Commercial Trailer Products, and Senior Vice President and Group President - Commercial Trailer Products. Prior to Wabash, from 2000 to 2007, Mr. Smith held various positions at Ford Motor Company in Dearborn Michigan, across both product development and manufacturing divisions, including Plant Controller. His 23+ years of experience in finance and operations gives Mr. Smith a unique understanding of how manufacturing systems directly affect financial results. Mr. Smith holds a Bachelor of Science in Accounting and an MBA in Corporate Finance from Purdue University. He has also completed the Advanced Management Program at Harvard Business School, in addition to attending several executive programs at the Booth School of Management from University of Chicago. 19 ITEM 1A—RISK FACTORS You should carefully consider the risks described below in addition to other information contained or incorporated by reference in this Annual Report before investing in our securities. Realization of any of the following risks could have a material adverse effect on our business, financial condition, cash flows and results of operations. Risks Related to Our Business, Strategy and Operations Demand for our products is sensitive to economic conditions over which we have no control and that may have a material adverse effect on our business, financial condition, cash flows and results of operations. Demand for our products is sensitive to changes in economic conditions, including changes related to unemployment, consumer confidence, consumer income, new housing starts, industrial production, government regulations, inflationary pressures, and the availability of financing and interest rates. The status of these economic conditions periodically has an adverse effect on truck freight and the demand for, and the pricing of, our products, and has also resulted in, and could in the future result in, the inability of customers to meet their contractual terms or payment obligations, any of which could have a material adverse effect on our business, financial condition, cash flows and results of operations. Our business is highly cyclical, and a downturn could have a material adverse effect on our business, financial condition, cash flows and results of operations. The truck trailer manufacturing industry historically has been, and is expected to continue to be, cyclical, as well as affected by overall economic conditions. Customers historically have replaced trailers in cycles that run from five to 12 years, depending on service and trailer type. Poor economic conditions can adversely affect demand for new trailers and has historically led to an overall aging of trailer fleets beyond a typical replacement cycle. Customers’ buying patterns can also be influenced by regulatory changes, such as federal hours-of-service rules as well as overall truck safety, limitations on vehicle weight, size, and configuration, and federal emissions standards. The steps we have taken to diversify our product offerings through the implementation of our strategic plan do not insulate us from this cyclicality. During downturns, we operate with a lower level of backlog and have had to temporarily slow down or halt production at some or all of our facilities, including extending normal shut down periods and reducing salaried headcount levels. An economic downturn may reduce, and in the past has reduced, demand for trailers and our other products, resulting in lower sales volumes and lower prices and could have a material adverse effect on our business, financial condition, cash flows and results of operations. Economic weakness and its impact on the markets and customers we serve could have a material adverse effect on our business, financial condition, cash flows and results of operations. While the trailer industry has recently experienced a period of strong demand levels, we cannot provide any assurances that we will be profitable in future periods or that we will be able to sustain or increase profitability in the future. Increasing our profitability will depend on several factors including our ability to increase our overall trailer volumes, improve our gross margins, gain continued momentum on our product diversification efforts and manage our expenses. If we are unable to sustain profitability in the future, we may not be able to meet our payment and other obligations under our outstanding debt agreements. We continue to be reliant on the credit, housing, energy and construction-related markets in the U.S. The same general economic concerns faced by us are also faced by our customers. We believe that some of our customers are highly leveraged and have limited access to capital, and their continued existence may be reliant on liquidity from global credit markets and other sources of external financing. Lack of liquidity by our customers could impact our ability to collect amounts owed to us and our failure to collect these amounts could have a material adverse effect on our business, financial condition, cash flows and results of operations. Our backlog may not be indicative of the level of our future revenues. Our backlog represents future production for which we have written orders from our customers that have defined delivery timeframes. Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications and terms, or cancellation. Our reported backlog may not be converted to revenue in any particular period and actual revenue from such orders may not equal our backlog. Therefore, our backlog may not be fully indicative of the level of our future revenues. 20 A change in our customer relationships or in the financial condition of our customers could have a material adverse effect on our business, financial condition, cash flows and results of operations. We have longstanding relationships with a number of large customers to whom we supply our products. We do not have long- term agreements with all of these customers. Our success is dependent, to a significant extent, upon the continued strength of these relationships and the growth of our core customers. We often are unable to predict the level of demand for our products from these customers, or the timing of their orders. In addition, the same economic conditions that adversely affect us also often adversely affect our customers. Furthermore, we are subject to a concentration of risk as the five largest customers together accounted for approximately 32% of our aggregate net sales in 2023. Our largest customer accounted for 12% of our aggregate net sales in 2023. No individual customer accounted for more than 10% of our aggregate net sales in either 2022 or 2021. The loss of a significant customer or unexpected changes or delays in product purchases could have a material adverse effect on our business, financial condition, cash flows and results of operations. We rely significantly on information technology to support our operations and if we are unable to protect against service interruptions or security breaches, it could have a material adverse effect on our business, financial condition, cash flows and results of operations. We depend on a number of information technologies, some of which are managed by third parties, to integrate departments and functions, enhance the ability to service customers, improve our control environment, and manage our cost reduction initiatives. We also collect and store certain sensitive data in data centers owned by third parties and on information technology networks. The secure maintenance and operation of these data centers and information technology networks is critical for our business operations and strategy. We have put in place a number of systems, processes, and practices designed to protect against the failure of our technologies, as well as the misappropriation, exposure or corruption of the information stored thereon. Unintentional service disruptions or intentional actions such as intellectual property theft, cyber-attacks, unauthorized access, or malicious software, may lead to such misappropriation, exposure or corruption if our protective measures prove to be inadequate. Any issues involving these critical business applications and infrastructure may adversely impact our ability to manage operations and the customers we serve. We could also encounter violations of applicable law or reputational damage from the disclosure of confidential business, customer, or employee information or the failure to protect the privacy rights of our employees in their personal identifying information. In addition, the disclosure of non-public information could lead to the loss of our intellectual property and diminished competitive advantages. Should any of the foregoing events occur, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future, any of which could have a material adverse effect on our business, financial condition, cash flows and results of operations. Inflation could materially and adversely affect our business, financial condition, cash flows and results of operations. Inflation rates in the markets in which we operate have seen increases in past years and may continue to rise. Inflation and elevated price levels have led us to experience higher costs of labor, materials and transportation. Our suppliers have raised their prices and may continue to raise prices, and in the competitive markets in which we operate, we may not be able to make corresponding price increases to preserve our gross margins and profitability. Deteriorating economic and political conditions and uncertainty, such as increased unemployment, changes in capital spending, declines in consumer confidence, or economic slowdowns or recessions, could cause a decrease in demand for our products. If inflation rates continue to rise or remain elevated for a sustained period of time, they could materially and adversely affect our business, financial condition, cash flows, and results of operations. We have a limited number of suppliers of raw materials and components; increases in the price of raw materials and components or the inability to obtain raw materials and components could have a material adverse effect on our business, financial condition, cash flows and results of operations. We currently rely on a limited number of suppliers for raw materials and key components in the manufacturing of our products, such as tires, landing gear, axles, suspensions, specialty steel coil, stainless steel, plastic, aluminum and lumber. There have been, and may continue to be, shortages of supplies of raw materials or components (including foam insulation, suspension components and wiring), or our suppliers may place us on allocation, which has and would continue to have an adverse impact on our ability to meet demand for our products. Disruptions to the supply chain, shortages and allocations of raw materials and components have resulted and may continue to result in an increased backlog of orders for trailers and certain other products and inefficient operations, and in some cases may produce a build-up of inventory, all of which can negatively affect our working capital position, increase costs that are passed on to customers and delay our ability to fulfill customer orders. The loss of any of our suppliers or their inability to meet our price, quality, quantity and delivery requirements could have a material adverse effect on our business, financial condition, cash flows and results of operations. In addition, price volatility and changes in the availability of commodities we purchase, which have fluctuated significantly in the past, impact the pricing of raw materials, can increase production costs and could have negative impacts on our operating margins. 21 The ongoing global supply chain disruption continues to interfere with our ability to receive raw materials, components and commodities as scheduled and at expected costs. Such disruptions have been compounded with logistical factors that include reduced freight, railway, trucking and air capacity and delays, shortages of shipping containers and chassis, natural disasters and severe weather conditions, trade conflicts and labor availability constraints, which have resulted in increased transportation costs, shortages of raw materials, components and commodities, inefficient order fulfillment and significant order backlogs. Our supply chain may also continue to be impacted by damaging weather or acts of nature (including acts of nature caused by climate change). Supply chain disruptions, which may also include capacity constraints, effects of economic downturn, cybersecurity threats, geopolitical uncertainties and other related interferences, could have a material adverse effect on our business, financial condition, cash flows and results of operations. The inability to attract and retain key personnel or a sufficient workforce could have a material adverse effect on our business, financial condition, cash flows and results of operations. Our ability to operate our business and implement our strategies depends, in part, on the efforts of our executive officers and other key associates. Tight labor markets may negatively impact our ability to retain a sufficient workforce of qualified personnel. Labor shortages, increased competition in the hiring market, high employee turnover rates and the resulting impacts of increased recruitment costs, wages and training and related inefficiencies, may disrupt our ability to meet consumer demands and expectations. Our future success depends, in large part, on our ability to attract and retain qualified personnel, including manufacturing personnel, sales professionals and engineers. The unexpected loss of services of any of our key personnel or the failure to attract or retain other qualified personnel, including personnel with engineering and technical expertise in the industry, could have a material adverse effect on our business, financial condition, cash flows and results of operations. We may not be able to execute on our long-term strategic plan and growth initiatives, or meet our long-term financial goals, and this may have a material adverse effect on our business, financial condition, cash flows and results of operations. Our long-term strategic plan is intended to generate long-term value for our shareholders while delivering profitable growth through all our business segments. The long-term financial goals that we expect to achieve as a result of our long-term strategic plan and organic growth initiatives are based on certain assumptions, which may prove to be incorrect. Organically, our focus is on profitably growing and diversifying our operations by leveraging our existing assets, capabilities, and technology into higher margin products and markets and thereby providing value-added customer solutions, including continuing to expand and develop our parts & services operating segment. We cannot provide any assurance that we will be able to fully execute on our strategic plan or growth initiatives, which are subject to a variety of risks including our ability to: diversify the product offerings of our non-trailer businesses, including continuing to expand and develop our parts and services offerings; leverage acquired businesses and assets to grow sales with our existing products; design, develop, and commercialize new products to meet the needs of our customers; increase the pricing of our products and services to offset cost increases and expand gross margins; scale our manufacturing capacity and resources to efficiently meet customer demand; and execute potential future acquisitions, mergers, joint ventures, and other business development opportunities. If we are unable to successfully execute on our strategic plan, we may experience increased competition, material adverse financial consequences and a decrease in the value of our stock. Additionally, our management’s attention to the implementation of the strategic plan, which includes our efforts at diversification, may distract them from implementing our core business which may also have material adverse financial consequences. Volatility in the supply of vehicle chassis and other vehicle components could have a material adverse effect on our truck body product line. With the exception of some specialty vehicle products, we generally do not purchase vehicle chassis for our inventory and accept shipments of vehicle chassis owned by dealers or end-users for the purpose of installing and/or manufacturing our specialized truck bodies on such chassis. Historically, General Motors Company (“GM”), Freightliner Custom Chassis (“Freightliner”), International Truck (“International”), and Ford Motor Company (“Ford”) have been the primary suppliers of chassis. In the event of a disruption in supply from one major supplier, we would attempt to use another major supplier, but there can be no assurance that this attempt would be successful. Nevertheless, in the event of chassis supply disruptions, there could be unforeseen consequences that may have a material adverse effect on our truck body operations. We also face risks relative to finance and storage charges for maintaining an excess supply of chassis from GM, Freightliner, International, and Ford. Under the converter chassis pool agreements, if a chassis is not delivered to a customer within a specified time frame, we are required to pay finance or storage charges on such chassis. 22 Significant competition in the industries in which we operate may result in our competitors offering new or better products and services or lower prices, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. The industries in which we participate are highly competitive. We compete with other manufacturers of varying sizes, some of which have substantial financial resources. Manufacturers compete primarily on the quality of their products, customer relationships, service availability and price. Additionally, we face increasing competition to develop innovative products that result in lower emissions. Manufacturing over-capacity and high leverage of some of our competitors, along with bankruptcies and financial stresses that affected the industry, have in the past contributed, and may in the future contribute to significant pricing pressures. If we are unable to successfully compete with other manufacturers, we could lose customers and our revenues may decline. In addition, competitive pressures in the industry may affect the market prices of our new and used equipment, which, in turn, may have a material adverse effect on our business, financial condition, cash flows and results of operations. Our truck body product lines compete in the highly competitive specialized vehicle industry which may impact our financial results. The competitive nature of the specialized vehicle industry creates a number of challenges for our truck body products. Important factors include product pricing, quality of product, lead times, geographic proximity to customers, and the ability to manufacture a product customized to customer specifications. Specialized vehicles are produced by a number of smaller, regional companies which create product pricing pressures that could have a material adverse effect on our business, financial condition, cash flows and results of operations. Our technology and products may not achieve market acceptance or competing products could gain market share, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. We continue to optimize and expand our product offerings to meet our customers’ needs. While we target product development to meet customer needs, there is no assurance that our product development efforts will be embraced and that we will meet our strategic goals, including sales projections. Companies in the truck transportation industry, a very fluid industry in which our customers primarily operate, make frequent changes to maximize their operations and profits. A number of our competitors followed our leadership in the development and use of composite sidewalls that brought them into direct competition with our DuraPlate® products. Our product development is focused on maintaining our leadership for these products and others, but competitive pressures may erode our market share or margins. We hold U.S. and foreign utility and design patents and patent applications on various components and techniques utilized in our manufacturing of transportation equipment and products with expiration dates ranging from 2024 to 2044. We continue to take steps to protect our proprietary rights in our products and the processes used to produce them. However, the steps we have taken may not be sufficient or may not be enforced by a court of law. If we are unable to protect our intellectual properties, other parties may attempt to copy or otherwise obtain or use our products or technology. If competitors are able to use our technology, our ability to effectively compete could be harmed and this could have a material adverse effect on our business, financial condition, cash flows and results of operations. In addition, litigation related to intellectual property could result in substantial costs and efforts which may not result in a successful outcome. Disruption of our manufacturing operations could have a material adverse effect on our business, financial condition, cash flows and results of operations. We manufacture our van trailer products at two facilities in Lafayette, Indiana, a flatbed trailer facility in Cadiz, Kentucky, a hardwood floor facility in Harrison, Arkansas, three liquid-transportation systems facilities in New Lisbon, Wisconsin; Fond du Lac, Wisconsin; and Queretaro, Mexico, two engineered products facilities in New Lisbon, Wisconsin; and Elroy, Wisconsin, five truck body facilities in Goshen, Indiana; Cleburne, Texas; Griffin, Georgia; Jonestown, Pennsylvania; and Moreno Valley, California, produce composite products in Lafayette, Indiana, and produce our EcoNexTM Technology products in Little Falls, Minnesota. Our production at these facilities could be subject to disruptions which may include work stoppages, severe weather, natural disaster, public health crises, including the spread of a contagious disease, pandemics or epidemics, quarantines or shutdowns related to public health crises, threats to physical security or information security systems or other catastrophic events beyond our control. The effects of climate change, including increased severity and frequency of extreme weather events, natural disasters, long term changes in temperature levels and water availability, may exacerbate these risks, and could increase the costs of insuring company assets. An unexpected disruption in our production at any of these facilities for any length of time could have a material adverse effect on our business, financial condition, cash flows and results of operations. Similarly, if one or more of our customers experiences an unexpected disruption, that customer may reduce or halt purchases of our products, which could result in reduced production or other cost-reduction initiatives at our related manufacturing facilities. 23 Our failure to effectively manage, safeguard, design, manufacture, service, repair, and maintain our leased (or subleased) trailers could have a material adverse effect on our business, financial condition, cash flows and results of operations. Our Trailers as a Service (TAAS)SM initiative includes leased and subleased trailers. These trailers and our current and future TAAS initiative trailers have long economic lives and managing our evolving trailer fleet is a critical element to our leasing business. We face significant risks and challenges to our business and prospects as a recent entrant into the leasing and subleasing industry, including, among other things, with respect to our ability to design and build long-lived products that are aligned with freight leasing customer needs and changes in legislation and regulations in the various markets in which we operate, and cost- effectively maintain and repair our fleet to maximize the economic life of the products and the proceeds we receive from product sales. As the needs of our freight leasing customers and the scope of our customers change, we may incur costs to relocate or retrofit our assets to better meet shifts in demand. If the distribution of our assets is not aligned with regional demand or there is excess leased equipment in the fleet industry, we may be unable to take advantage of sales and leasing opportunities in certain regions, despite excess inventory in other regions. If we do not appropriately manage the design, manufacture, repair and maintenance of our product fleet, or if we are unexpectedly unable to complete such repair or maintenance or suffer unexpected losses of equipment due to theft or obsolescence, we may be required to incur impairment charges for equipment that is beyond economic repair or incur significant capital expenditures to build new equipment to serve demand. These failures may also result in personal injury or property damage claims and termination of leases or contracts by customers. Costs of contract performance, potential litigation and profits lost from termination could materially adversely affect our future operating results and cash flows. If a significant number of leased units are returned in a short period of time, a large supply of units would need to be remarketed. If we are not able to successfully manage our lease assets or remarket a large influx of units returning from leases, our business, financial condition, cash flows and results of operations may be materially adversely affected. Our joint venture arrangement to create Linq Venture Holdings LLC and related agreements are subject to risks and we may fail to realize all of the expected enhanced revenue, earnings and cash flows. Our ability to realize all of the expected enhanced revenue, earnings, and cash flows from our agreements related to the creation of Linq Venture Holdings LLC, a jointly owned legal entity, will depend, in substantial part, on each party’s ability to successfully develop, operate, and scale a digital marketplace for the transportation and logistics distribution industry. In connection with this joint venture, the parties plan to use an engaged investor operating model to help accelerate the development and scaling, with a goal to migrate the digital marketplace to us and terminate these relationships in the future. While we believe we will ultimately achieve these objectives, it is possible that we will be unable to achieve all of the goals within our anticipated time frame or in the anticipated amounts. If we are not able to successfully complete our digital marketplace strategy and transition of the related business, the anticipated enhanced revenue, earnings and cash flows resulting from this joint venture may not be realized fully or may take longer to realize than expected. Our participation in this joint venture is also subject to the risks that put/call arrangements and other joint venture exit rights could require us to utilize our cash flow, incur additional indebtedness or issue stock to satisfy the payment obligations in respect of such arrangements. Additional risks include that we do not have sole decision-making authority and have a minority right to appoint members to the board of the joint venture, which could require us to expend additional resources on resolving impasses or potential disputes. Our future growth may be limited if we are unable to maintain good relationships or maintain aligned goals with our joint venture partner. We may fail to realize all of the expected enhanced revenue, earnings and cash flow from our agreement to create Wabash Parts LLC, a jointly owned legal entity. Our ability to realize all of the expected enhanced revenue, earnings, and cash flow from our 2022 agreement with a partner to create Wabash Parts LLC, a jointly owned legal entity, will depend, in substantial part, on each party’s ability to successfully operate a parts and services distribution platform and achieve our projected distribution goals. While we believe we will ultimately achieve these objectives, it is possible that we will be unable to achieve all of the goals within our anticipated time frame or in the anticipated amounts. If we are not able to successfully complete our parts and services distribution strategy, the anticipated enhanced revenue, earnings and cash flows resulting from this joint venture may not be realized fully or may take longer to realize than expected. As part of the joint venture, we have the obligation to absorb the benefits and losses of Wabash Parts LLC that could potentially be significant to the entity. We are also required to provide funding to the entity if needed. These potential losses and funding requirements could have a material adverse effect on our business, financial condition, cash flows and results of operations. 24 We are subject to extensive governmental laws and regulations, and our costs related to compliance with, or our failure to comply with, existing or future laws and regulations could have a material adverse effect on our business, financial condition, cash flows and results of operations. The length, height, width, maximum weight capacity and other specifications of truck and tank trailers are regulated by individual states. The federal government also regulates certain trailer safety features, such as lamps, reflective devices, tires, air-brake systems and rear-impact guards. In addition, most tank trailers we manufacture have specific federal regulations and restrictions that dictate tank design, material type and thickness. Our products are also subject to various state and federal environmental laws and regulations specifically including those related to greenhouse gas emissions, including regulations with respect to per-and polyfluoroalkyl substances (PFAS). Changes or anticipation of changes in these regulations can have a material impact on our financial results, as our customers may defer purchasing decisions and we may have to re-engineer products. We are subject to various environmental laws and regulations dealing with the transportation, storage, presence, use, disposal and handling of hazardous materials, discharge of storm water and underground fuel storage tanks, and we may be subject to liability associated with operations of prior owners of acquired property. In addition, we are subject to laws and regulations relating to the employment of our employees and labor-related practices. If we are found to be in violation of applicable laws or regulations in the future, it could have a material adverse effect on our business, financial condition, cash flows and results of operations. Our costs of complying with these or any other current or future regulations may be material. Such regulations include technical safety standards that could delay product development or require manufacturer recall campaigns to remedy certain defects. In addition, if we fail to comply with existing or future laws and regulations, we may be subject to governmental or judicial fines or sanctions. Changes to U.S. or foreign tax laws could affect our effective tax rate and our future profitability. Tax rates in various jurisdictions may be subject to significant change. Changes in tax legislation could significantly impact our overall profitability, the provisions for income taxes, the amount of taxes payable, and our deferred tax asset and liability balances. Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse effect on our business, financial condition, cash flows and results of operations. The U.S. government previously announced, and in some cases implemented, an approach to trade policy that includes renegotiating or potentially terminating certain trade agreements, as well as implementing or increasing tariffs on foreign goods and raw materials such as steel and aluminum. These tariffs and potential tariffs have resulted, and may further result, in increased prices for certain imported goods and raw materials. While we source the majority of our materials and components domestically, tariffs and potential tariffs have caused, and may continue to cause, increases and volatility in prices for domestically sourced goods and materials that we require for our products, particularly aluminum and steel. When the costs of our components and raw materials increase, we may not be able to hedge or pass on these costs to our customers, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. Product liability and other legal claims could have a material adverse effect on our business, financial condition, cash flows and results of operations. As a manufacturer of products widely used in commerce, we are subject to product liability claims and litigation, as well as warranty claims. From time-to-time claims may involve material amounts and novel legal theories, and any insurance we carry may not provide adequate coverage to insulate us from material liabilities for these claims, or we may not be able to maintain this insurance on our preferred terms or at an acceptable cost. Additionally, we are, and may in the future be, party to safety- related litigation that could materially and adversely affect our financial condition, results of operations and cash flows. Our strategy has been, and continues to be, to mount a vigorous defense against such claims. We cannot predict with certainty the extent to which we will be successful in litigating or otherwise resolving these claims in the future, and we continue to evaluate different strategies related to the safety-related claims filed against us. Even if lawsuits are decided in our favor, or are unfounded, we may incur material expenses and reputational damage. Such matters may also require significant management attention. Unfavorable rulings, judgments or settlement terms could have a material adverse impact on our business and financial condition, results of operations and cash flows. In addition to product liability claims, we are subject to legal proceedings and claims that arise in the ordinary course of business, such as workers’ compensation claims, OSHA investigations, employment disputes and customer and supplier disputes arising out of the conduct of our business. Litigation may result in substantial costs and may divert management’s attention and resources from the operation of our business, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. 25 Climate change and related public focus from regulators and various stakeholders could have a material adverse effect on our business, financial condition, cash flows and results of operations. There is scientific consensus and increased public concern that emissions of greenhouse gases are linked to global climate changes. Climate changes, such as extreme weather conditions, including floods or hurricanes, decreased water availability or quality, sea level changes, extreme fires and overall temperature shifts, may have physical impacts on our facilities and operations, as well as those of our suppliers and customers. Such impacts are geographically specific, highly uncertain and may result in diminished availability of materials, indirect financial risks passed through our supply chain, decreased demand for our products and adverse impacts on our financial performance and operations. These considerations may also result in additional and increasingly stringent international, national, regional or local legislative or regulatory responses to mitigate greenhouse gas emissions. Timing and scope of any regulations are uncertain, and regulation could result in additional costs of compliance, increased energy, transportation and materials costs and other additional expenses to improve the efficiency of our products, facilities and operations. We could also face increased costs related to defending and resolving legal claims and other litigation related to climate change regulations and the alleged impact of our operations on climate change. Relatedly, the expectations of our customers, stockholders and employees have heightened in areas such as the environment, social matters and corporate governance. Increased public focus requires us to provide information on our approach to these issues, including certain climate-related matters such as mitigating greenhouse gas emissions, and continuously monitor related reporting standards. A failure to adequately meet stakeholder expectations or to comply with climate change related regulations may result in a loss of business, diminished ability to successfully market our products to new and existing customers, decreased demand for our products, diluted market valuation or an inability to attract and retain key personnel. An impairment in the carrying value of goodwill and other long-lived intangible assets could negatively affect our operating results. We have a substantial amount of goodwill and purchased intangible assets on our balance sheet as a result of acquisitions. The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of other long-lived intangible assets represents the fair value of trademarks and trade names (until the non-cash impairment charge discussed throughout this Annual Report on Form 10-K), customer relationships and technology as of the acquisition date, net of accumulated amortization. Under generally accepted accounting principles, goodwill is required to be reviewed for impairment at least annually, or more frequently if potential interim indicators exist that could result in impairment, and other long-lived intangible assets require review for impairment only when indicators exist. If any business conditions or other factors cause profitability or cash flows to significantly decline, we may be required to record an additional non-cash impairment charge, which could adversely affect our operating results. Events and conditions that could result in impairment include a prolonged period of global economic weakness, a decline in economic conditions or a slow, weak economic recovery, sustained declines in the price of our common stock, adverse changes in the regulatory environment, adverse changes in the market share of our products, adverse changes in interest rates, or other factors leading to reductions in the long-term sales or profitability that we expect. There is no assurance that we will have the ability to continue a regular quarterly dividend. Our ability to pay dividends, and our Board of Directors’ determination to maintain our current dividend policy, will depend on numerous factors, including: ▪ ▪ ▪ ▪ The state of our business, competition, and changes in our industry; Changes in the factors, assumptions, and other considerations made by our Board of Directors in reviewing and revising our dividend policy; Our future results of operations, financial condition, liquidity needs, and capital resources; and Our various expected cash needs, including cash interest and principal payments on our indebtedness, capital expenditures, the purchase price of acquisitions, and taxes. Each of the factors listed above could negatively affect our ability to pay dividends in accordance with our dividend policy or at all. In addition, the Board may elect to suspend or alter the current dividend policy at any time. Our ability to fund our working capital needs and capital expenditures, and our ability to pay dividends on our common stock, is limited by the net cash provided by operations, cash on hand and available borrowings under our Credit Agreement (as defined below). Declines in net cash provided by operations, increases in working capital requirements necessitated by an increased demand for our products and services, decreases in the availability under the Credit Agreement or changes in the credit our suppliers provide to us, could rapidly exhaust our liquidity. 26 We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to fund our day-to-day operations or to pay the principal, premium, if any, and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, and other cash requirements, we could face substantial liquidity problems and could be forced to reduce or delay capital expenditures or to sell assets or operations, seek additional capital or restructure or refinance our indebtedness. We may not be able to affect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet our scheduled debt service obligations. Rising interest rates, along with actions by credit ratings agencies, such as downgrades or negative changes to our ratings outlook, may also reduce our ability to access the capital markets and/or increase our cost of capital either of which could have material adverse effects on our financial condition and cash flows. The indenture governing the New Senior Notes and the Credit Agreement (each, as defined below) restrict (a) our ability to dispose of assets and use the proceeds from any such dispositions and (b) the Company’s and our subsidiaries’ ability to raise debt or certain equity capital to be used to repay our indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our indebtedness. If we cannot make scheduled payments on our debt, it will be in default and, as a result, holders of our outstanding debt could declare all outstanding principal and interest to be due and payable, the lenders under the Credit Agreement could terminate their commitments to loan money, our secured lenders could foreclose against the assets securing such borrowings and we could be forced into bankruptcy or liquidation. Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations thereunder. As of December 31, 2023, we had approximately $400.0 million of total indebtedness, and approximately $339.9 million of additional borrowings were available and undrawn under the Revolving Credit Agreement (as defined below). We also have other contractual obligations and currently pay a regular quarterly dividend of $0.08 per share, or approximately $4.0 million in the aggregate per quarter. Our debt level could have significant consequences on future operations and financial position. For example, it could: ▪ ▪ ▪ ▪ ▪ ▪ ▪ Negatively affect our ability to pay principal and interest on our debt; Increase our vulnerability to general adverse economic and industry conditions; Limit our ability to fund future capital expenditures and working capital, to engage in future acquisitions or development activities, or to otherwise realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our cash flow from operations to payments of interest and principal or to comply with any restrictive terms of our debt; Limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; Impair our ability to obtain additional financing or to refinance our indebtedness in the future; Place us at a competitive disadvantage compared to our competitors that may have proportionately less debt; and Impact our ability to continue to fund a regular quarterly dividend. International operations are subject to increased risks, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. Our ability to manage our business and conduct operations internationally is subject to a number of risks, including the following: ▪ ▪ Economic and political instability, including international conflicts, war, acts of terrorism, or the threat thereof, political or labor unrest, civil unrest, riots, or insurrections; Public health crises, including the spread of a contagious disease, pandemics or epidemics, quarantines or shutdowns related to public health crises and other catastrophic events; 27 ▪ ▪ ▪ ▪ ▪ ▪ ▪ Challenges caused by distance, language and cultural differences and by doing business with foreign agencies and governments; Uncertainty regarding liability for services and content; Currency exchange rate fluctuations and our ability to manage these fluctuations; Foreign exchange controls that might prevent us from repatriating cash earned outside the U.S.; Import and export requirements that may prevent us from shipping products or providing services to a particular market and may increase our operating costs; Potentially adverse tax consequences; and Different expectations regarding working hours, work culture and work-related benefits. Compliance with complex foreign and U.S. laws and regulations that apply to international operations may increase our cost of doing business and could expose us or our employees to fines, penalties and other liabilities. These numerous and sometimes conflicting laws and regulations include import and export requirements, content requirements, trade restrictions, tax laws, environmental laws and regulations, sanctions, internal and disclosure control rules, data privacy requirements, labor relations laws, and U.S. laws such as the Foreign Corrupt Practices Act and substantially equivalent local laws prohibiting corrupt payments to governmental officials and/or other foreign persons. Any violation of the laws and regulations that apply to our operations and properties could result in, among other consequences, fines, environmental and other liabilities, criminal sanctions against us, our officers or our employees, and prohibitions on our ability to offer our products and services to one or more countries. Such consequences could materially damage our reputation, brand, business, efforts to diversify our business, ability to attract and retain employees, financial condition, cash flows, and results of operations. Failure to meet environmental, social and governance (“ESG”) expectations or standards or to achieve our ESG goals could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, financial condition, cash flows and results of operations. We make statements about our ESG goals and initiatives through information provided on our website, press statements and other communications, including through our Corporate Responsibility Report. Our publicly announced goals, commitments and targets, which we may refine or expand further in the future, reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. Responding to these ESG considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments and are impacted by factors that may be outside our control. Such risks and uncertainties include: ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ Reputational harm, including damage to our relationships with customers, suppliers, investors, governments or other stakeholders; Adverse impacts on our ability to sell and manufacture products; The success of our collaborations with third parties; Increased risk of litigation, investigations or regulatory enforcement action; Unfavorable ESG ratings or investor sentiment; Diversion of resources and increased costs to control, assess and report on ESG metrics; Our ability to achieve our goals, commitments and targets within the timeframes announced; Access to and increased cost of capital; and Adverse impacts on our stock price. In addition, some stakeholders may disagree with our goals and initiatives and the focus of stakeholders may change and evolve over time. Stakeholders also may have very different views on where ESG focus should be placed, including differing views of regulators in various jurisdictions in which we operate. Any failure, or perceived failure, to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESG laws and regulations or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, financial condition, cash flows and results of operations. 28 Provisions of the New Senior Notes could discourage a potential future acquisition of us by a third party. Certain provisions of the New Senior Notes could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a fundamental change, holders of the New Senior Notes will have the right, at their option, to require us to repurchase all of their New Senior Notes, as applicable, or any portion of the principal amount of such New Senior Notes, as applicable. In addition, the indentures governing the New Senior Notes prohibit us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the New Senior Notes. These and other provisions of the New Senior Notes could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to our stockholders. Our New Senior Notes indenture and Credit Agreement contain restrictive covenants that, if breached, could limit our financial and operating flexibility and subject us to other risks. Our New Senior Notes indenture and Credit Agreement include customary covenants limiting our ability to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. As required under our Credit Agreement, we are required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the facility is less than the greater of (a) 10% of the lesser of (i) the total revolving commitments and (ii) the borrowing base (such lesser amount, the “Line Cap”) and (b) $25 million. If availability under the Credit Agreement is less than the greater of (i) 10% of the Line Cap and (ii) $25 million for three consecutive business days, if there exists an event of default, amounts in any of the Borrowers’ and the Guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and applied to reduce the outstanding amounts under the facility. As of December 31, 2023, we believe we are in compliance with the provisions of our New Senior Notes indenture and our Credit Agreement. Our ability to comply with the various terms and conditions in the future may be affected by events beyond our control, including prevailing economic, financial and industry conditions. Risks Related to an Investment in Our Common Stock Our common stock has experienced, and may continue to experience, price and trading volume volatility. The trading price and volume of our common stock has been and may continue to be subject to large fluctuations. The market price and volume of our common stock may increase or decrease in response to a number of events and factors, including: ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ Trends in our industry and the markets in which we operate; Changes in the market price of the products we sell; The introduction of new technologies or products by us or by our competitors; Changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors; Operating results that vary from the expectations of securities analysts and investors; Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, financings or capital commitments; Changes in laws and regulations; Any announcement that we plan to issue additional equity to the public; General economic and competitive conditions; and Changes in key management personnel. This volatility may adversely affect the prices of our common stock regardless of our operating performance. To the extent that the price of our common stock declines, our ability to raise funds through the issuance of equity or otherwise use our common stock as consideration will be reduced. These factors may limit our ability to implement our operating and growth plans. Also, shareholders may from time to time engage in proxy solicitations, advance shareholder proposals or otherwise attempt to effect changes or acquire control over the Company. Such shareholder campaigns could disrupt our operations and divert the attention of our Board of Directors and senior management and employees from the pursuit of business strategies and adversely affect our results of operations, cash flows and financial condition. 29 ITEM 1B—UNRESOLVED STAFF COMMENTS None. ITEM 1C—CYBERSECURITY The Company’s Board of Directors (the “Board”) recognizes the critical importance of maintaining the trust and confidence of our customers, clients, business partners and employees. The Board is actively involved in oversight of the Company’s risk management program, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). The Company’s cybersecurity policies, standards, processes, and practices are fully integrated into the Company’s ERM program. In general, the Company seeks to address cybersecurity risks through a comprehensive, cross- functional approach that is focused on preserving the confidentiality, security and availability of the information that the Company collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. Risk Management and Strategy As one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the following key areas: Governance: The Board’s oversight of cybersecurity risk management is supported by the Audit Committee of the Board, which regularly interacts with the Company’s General Counsel, ERM committee, the Sr. Director, IT, and executive leadership. The ERM committee is a cross-functional team of high-level leaders that meet at least quarterly to anticipate, identify, prioritize, and manage material risks to the Company’s strategic objectives. It conducts an extensive bi-annual survey and interview process to identify the material risks, and it continues to monitor for any emerging material risks between surveys. The ERM Committee reports on its findings and activities twice annually to the Audit Committee of the Board. Collaborative Approach: The Company has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures, including an incident response team, that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. Senior leadership also briefs the Board on information security matters with quarterly updates. Technical Safeguards: The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, like artificial intelligence platforms with an array of technologies, extensive encryption, firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. The Company’s cybersecurity controls are incorporated into our internal control environment, managed and tested in accordance with the Sarbanes-Oxley Act. Incident Response Planning: The Company has established, maintains and regularly tests incident response plans that address the Company’s response to a cybersecurity incident. The Company also has a cybersecurity risk insurance policy. Third-Party Risk Management: The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. Education and Awareness: The Company employs a variety of security-focused training/awareness practices to equip the Company’s personnel with effective tools to address cybersecurity threats. Information Technology (“IT”) and cybersecurity- based training is performed during employee on-boarding to communicate the Company’s evolving information security policies, standards, processes and practices. Phishing simulations are performed on a monthly basis and Company-wide notifications and/or cyber awareness messages are sent on an as-needed basis. The Audit Committee also surveys data and factors that impact costs and incident response efforts. Governance The Board, in coordination with the Audit Committee, oversees the Company’s ERM process, including the management of risks arising from cybersecurity threats. The Board and the Audit Committee each receive regular presentations and reports on cybersecurity risks from the Sr. Director, IT. The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. On an annual basis, the Board and the Audit Committee discuss the Company’s approach to cybersecurity risk management with members of management. 30 The Sr. Director, IT, in coordination with management, works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response plans. Risks are evaluated with cross functional input using external guidance, risk matrices, governmental guidelines, and other cybersecurity best practices. This evaluation is shared with executive leadership via the ERM committee and through regular updates provided by the Sr. Director, IT. To facilitate the success of the Company’s cybersecurity risk management program, multidisciplinary processes and controls are in place to address cybersecurity threats and to respond to cybersecurity incidents. Through ongoing communications with the ERM committee and the cybersecurity team, management monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time and reports such threats and incidents to the Audit Committee when appropriate. The Sr. Director, IT holds a chief information security officer certification from Heinze College at Carnegie Mellon and has over 15 years of cybersecurity experience. The Company has not experienced a material information security breach in the last three years. The Company has not experienced a material third-party information security breach. Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company, including its business strategy, results of operations or financial condition. For a discussion of whether and how any risks from cybersecurity threats are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition, refer to Part I, Item 1A, “Risk Factors” - “We rely significantly on information technology to support our operations and if we are unable to protect against service interruptions or security breaches, it could have a material adverse effect on our business, financial condition, cash flows and results of operations,” which is incorporated by reference into this Item 1C. ITEM 2—PROPERTIES We have manufacturing and retail operations located throughout the United States as well as a facility in Mexico. Properties owned by Wabash are subject to security interests held by our lenders. We believe the facilities we are now using, as well as any planned capacity expansions, are adequate and suitable for our current business operations and the currently foreseeable level of operations. The following table provides information regarding the locations of our major facilities. In addition to the locations listed below, we have other facilities in the United States. Location Owned or Leased Description of Primary Activities at Location Cadiz, Kentucky Owned Manufacturing Cleburne, Texas Owned/Leased Manufacturing Fond du Lac, Wisconsin Goshen, Indiana Griffin, Georgia Owned Owned Owned Manufacturing Manufacturing Manufacturing Jonestown, Pennsylvania Owned/Leased Manufacturing Lafayette, Indiana Owned/Leased Corporate Headquarters, Manufacturing Moreno Valley, California Owned/Leased Manufacturing New Lisbon, Wisconsin Owned Manufacturing San José Iturbide, Mexico Owned Manufacturing Primary Segment and Products Transportation Solutions (Platform Trailers) Transportation Solutions and Parts & Services (Truck Bodies) Transportation Solutions and Parts & Services (Tank Trailers) Transportation Solutions and Parts & Services (Truck Bodies) Transportation Solutions and Parts & Services (Truck Bodies) Transportation Solutions and Parts & Services (Truck Bodies) Transportation Solutions and Parts & Services (Van Trailer Products) Transportation Solutions (Truck Bodies) Transportation Solutions and Parts & Services (Tank Trailers & Engineered Products) Transportation Solutions (Tank Trailers) ITEM 3—LEGAL PROCEEDINGS As of December 31, 2023, we were named as a defendant or were otherwise involved in numerous legal proceedings and governmental examinations, including class action lawsuits, in connection with the conduct of our business activities, in various jurisdictions, both in the United States and internationally. Accrual for losses have been recorded for those matters deemed both probable and reasonably estimated. On the basis of information currently available to us, 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 us. 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 As of September 30, 2023, we were named as a defendant in California state court in two purported class action lawsuits, alleging wage and hour claims under California-specific employment laws (collectively, the “Matters”). The defense of both lawsuits is being handled conjunctively. During the three months ended March 31, 2023, in accordance with ASC 450, we concluded a liability related to the Matters was probable and estimable. As such, an estimated liability of $3.0 million is included in General & administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2023. During the second quarter of 2023, we reached an agreement to resolve the Matters via settlement for an amount materially consistent with the estimated liability. The settlement proceeds will be paid in the first quarter of 2024. Product Liability Claims We have been, and may in the future be, subject to product liability claims and litigation incidental to our normal operating activities. The ultimate outcome of such claims and litigation cannot be predicted with any certainty and any such claim or litigation could materially and adversely affect our financial condition, results of operations and cash flows. Environmental Disputes In August 2014, we received notice as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control (the “DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and corresponding South Carolina statutes. PRPs include parties identified through manifest records as having contributed to deliveries of hazardous substances to the Philip Services Site between 1979 and 1999. The DHEC’s allegation that we were a PRP arises out of four manifest entries in 1989 under the name of a company unaffiliated with Wabash National Corporation (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in August 2014 that it was offering us the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the DHEC. We have accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to our financial condition and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by us thereunder is not expected to have a material adverse effect on our financial condition or results of operations. On November 13, 2019, we received a notice that we were considered one of several PRPs by the Indiana Department of Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at a property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). We have never owned or operated the Site, but the Site is near certain of our owned properties. In 2020, we agreed to implement a limited work plan to further investigate the source of the contamination at the Site and worked with IDEM and other PRPs to finalize the terms of the work plan. We submitted our initial site investigation report to IDEM during the third quarter of 2020, indicating that the data collected by our consultant confirmed that our properties are not the source of contamination at the Site. In December 2021, after completing further groundwater sampling work, we submitted to IDEM a supplemental written report, which again stated that we are not a responsible party and our properties are not a source of any contamination. In June 2022, we and other PRPs finalized Work Plan Addendum No. 3, which provided for additional groundwater sampling on another PRP property. We completed all additional sampling between the second quarter and fourth quarter of 2023, and all available information establishes there is no source of any contamination on our owned properties. As of December 31, 2023, based on the information available, we do not expect this matter to have a material adverse effect on our financial condition or results of operations. ITEM 4—MINE SAFETY DISCLOSURES Not Applicable. 32 PART II ITEM 5—MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Information Regarding our Common Stock Our common stock is traded on the New York Stock Exchange under the ticker symbol “WNC.” The number of record holders of our common stock at February 15, 2024 was 508. In December 2016, our Board of Directors approved the reinstatement of a dividend program under which we pay regular quarterly cash dividends to holders of our common stock. Prior to 2017, no dividends had been paid since the third quarter of 2008. Payments of cash dividends depends on our future earnings, capital availability, financial condition, and the discretion of our Board of Directors. Our Certificate of Incorporation, as amended and approved by our stockholders, authorizes 225 million shares of capital stock, consisting of 200 million shares of common stock, par value $0.01 per share, and 25 million shares of preferred stock, par value $0.01 per share. Performance Graph The following graph shows a comparison of cumulative total returns for an investment in our common stock, the S&P 500 Composite Index, and the Dow Jones Transportation Index. It covers the period commencing December 31, 2018 and ending December 31, 2023. The graph assumes that the value for the investment in our common stock and in each index was $100 on December 31, 2018. Comparative of Cumulative Total Return December 31, 2018 through December 31, 2023 among Wabash National Corporation, the S&P 500 Index, and the Dow Jones Transportation Index $225 $200 $175 $150 $125 $100 $75 2018 2019 2020 2021 2022 2023 Wabash National S&P 500 Index DJ Transportation Index Base Period December 31, Indexed Returns Years ended December 31, Company/Index Wabash National Corporation S&P 500 Index Dow Jones Transportation Index 2018 $100.00 $100.00 $100.00 2019 $115.46 $128.88 $118.87 2020 $137.31 $149.83 $136.38 2021 $158.15 $190.13 $179.69 2022 $185.69 $153.16 $146.03 2023 $213.07 $190.27 $173.37 33 Purchases of Our Equity Securities On February 15, 2024, we announced that our 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 us. During the fourth quarter of 2023, there were 904,899 shares repurchased pursuant to our repurchase program. As of December 31, 2023, $38.5 million remained available under the program. Additionally, for the quarter ended December 31, 2023, there were 364 shares surrendered or withheld to cover minimum employee tax withholding obligations generally upon the vesting of restricted stock awards. Period October 2023 November 2023 December 2023 Total Total Number of Shares Purchased 361,644 342,899 200,720 905,263 $ $ $ $ Average Price Paid per Share 21.32 21.44 25.14 22.21 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Amount That May Yet Be Purchased Under the Plans or Programs ($ in millions) 361,280 342,899 200,720 904,899 $ $ $ $ 51.1 43.6 38.5 38.5 ITEM 6—RESERVED 34 ITEM 7—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the matters that we consider to be important to understanding the results of our operations for each of the two years in the period ended December 31, 2023, and our capital resources and liquidity as of December 31, 2023. Our discussion begins with our assessment of the condition of the North American trailer industry along with a summary of the actions we have taken to strengthen the Company. We then analyze the results of our operations for the last two years, including trends in the overall business and our operating segments, followed by a discussion of our cash flows and liquidity, capital market events, our debt obligations, and our contractual commitments. We conclude with a review of critical accounting judgments and estimates and information on recent accounting pronouncements that we adopted during the year, if any, as well as those not yet adopted that may have an impact on our financial accounting practices, if any. For discussion of results of operations for the year ended December 31, 2022 compared to the results of operations for the year ended December 31, 2021, see Part II, Item 7,—”Management's Discussion and Analysis of Financial Condition and Results of Operations” of our 2022 Annual Report on Form 10-K, filed with the SEC on February 23, 2023. Executive Summary The most recent estimates from industry forecasters ACT Research Co. (“ACT”) and FTR Associates (“FTR”) indicate total United States trailer production levels for 2023 of approximately 311,000 and 322,000, respectively, which represents an increase of approximately 0.8% and 4.4%, respectively, from 2022 production levels. Current estimates from ACT and FTR for 2024 United States trailer production are 254,000 and 240,000, respectively, representing decreases from 2023 of approximately 18.2% and 25.5%, respectively. These estimates are generally in-line with our expectations as trailer manufacturers manage a softening of 2024 demand compared to previous years. In addition, ACT is forecasting annual new trailer production levels for 2025, 2026, 2027, and 2028 of approximately 291,000, 296,000, 309,000, and 300,000, respectively. These estimates are generally more consistent with historical trailer industry production levels, and in some years higher than historical production levels. However, overall economic uncertainty and softening demand in the industry for certain of our products could continue to impact these estimates. This uncertainty and softening are evident in the ACT and FTR forecasts, particularly for 2024 production. However, we believe that our strategic plan and actions taken over the last several years have positioned us to remain well-suited to adapt to changes in the industry and demand environment due to our strong balance sheet, liquidity profile, and diversification. Despite uncertainty over the past several years due to the COVID-19 pandemic and related impacts, primarily centered around supply chain disruptions and labor shortages, we have maintained a solid position from a liquidity perspective. While we are focused in the near-term on executing on demand that has fallen back to a more normalized environment, we continue to work on strategic initiatives to profitably grow the Company in the long-term. In 2023, we added 20% more dry van manufacturing capacity which we believe will allow us to go-to-market with a portfolio-based selling approach that leverages the breadth of our products. We have also created more points of connection with our customers with greater focus on Parts & Services as well as innovative offerings like Trailers as a Service that allow us to add recurring, longer-term value beyond an initial transaction. These advancements have not only deepened our customer engagement but have also enriched our collaborations with supplier and technology partners. We have solidified specific partnerships that are enabling us to grow our recurring revenue within the transportation, logistics and distribution ecosystem. Our Wabash Parts joint venture rapidly established significant distribution capabilities that allow our dealer network efficient access to our comprehensive portfolio of aftermarket parts. Fernweh Group is now playing a crucial role in advancing our digital capabilities, which aim to revolutionize the online experience for our dealers, traditional and non-traditional suppliers of both parts and services and a broad set of customers spanning across the vast transportation and logistics landscape. The Company’s record operating performance throughout 2023 highlights the success of our adaptability, balanced growth, and diversification, all of which are driven by our long-term strategic plan to transform the Company into the visionary leader of connected solutions for the transportation, logistics, and distribution industries. In December 2023, Wabash was named to Forbes list of America’s Most Successful Small-Cap Companies 2024. Operating income in 2023 totaled a Wabash record $311.9 million and operating margin was 12.3%, both of which are significant increases from 2022 driven in part by record sales and strong demand for our products. Additional discussion related to financial results are included in the “Results of Operations” section below. 35 In addition to our commitment to sustain profitable growth within each of our existing reporting segments, our long-term strategic initiatives include a focus on diversification efforts, both organic and strategic, to continue to transform Wabash into a lean, visionary leader of connected solutions with a higher growth and margin profile to successfully deliver a greater value to our shareholders. Our strategy is centered around our ability to scale core competencies by growing in and around core markets with known customers—this strategy is evidenced by our multi-year order agreement with J.B. Hunt Transport Inc., which we announced in January 2023. Key strategic initiatives include, but are not limited to, cold chain, recurrent revenue, and logistics network efficiency. Our ability to generate solid margins and cash flows and a healthy balance sheet should position the Company with ample resources to (1) fund our internal capital needs to support both organic growth and productivity improvements, (2) optimize our debt leverage and other financial ratios, (3) return capital to shareholders, and (4) selectively pursue strategic acquisitions. We will continue our internal effort to strategically identify potential acquisition or partnership targets that we believe can create shareholder value and accelerate our growth and diversification efforts, while leveraging our strong competencies in manufacturing execution, sourcing and innovative engineering leadership to assure strong value creation. Organically, our focus is on profitably growing and diversifying our operations through leveraging our existing assets, capabilities, and technology into higher margin products and markets and thereby providing value-added customer solutions. Throughout 2023, we demonstrated our commitment to be responsible stewards of the business by maintaining a balanced approach to capital allocation. Our operational performance, healthy backlog, industry outlook, and financial position provided us the opportunity to take specific actions as part of the ongoing commitment to prudently manage the overall financial risks of the Company, returning capital to our shareholders, and deleveraging our balance sheet. These actions included repurchasing $66.6 million (inclusive of excise tax) of common stock under the share repurchase program approved by our Board of Directors and paying dividends of $15.9 million. In addition, as further described in the “Liquidity and Capital Resources” section below, in September 2022 we amended our Revolving Credit Agreement. The amendment increased the total credit facility to $350 million, extended the maturity to September 2027, which is the nearest maturity date of our long-term debt, and as of December 31, 2023, there were no amounts outstanding under the Revolving Credit Agreement. During the fourth quarter of 2023, our credit rating was upgraded by Moody’s which followed another upgrade by S&P earlier in the year. Collectively, these actions demonstrate our confidence in the financial outlook of the Company and our ability to generate cash flow, both near and long term, and reinforce our overall commitment to deliver shareholder value while maintaining the flexibility to continue to execute our strategic plan for profitable growth and diversification. In addition to overall industry risks, there are downside risks relating to issues with both the domestic and global economies, including the housing, energy, and construction-related markets in the U.S. Other potential risks as we proceed into 2024 primarily relate to the fact that we rely on a limited number of suppliers for certain key components and raw materials in the manufacturing of our products, including tires, landing gear, axles, suspensions, aluminum extrusions, chassis and specialty steel coil. While we have taken actions to mitigate certain of these risks, which include our previously announced supply agreements with Hydro, Ryerson and Rockland Flooring, at current and expected demand levels, there may be additional or increased shortages of supplies of raw materials or components which would have an adverse impact on our ability to meet demand for our products. Despite these risks, we believe we are well positioned to capitalize on a historically normalized overall demand level while maintaining or growing margins through improvements in product pricing as well as productivity and other operational excellence initiatives. As we enter 2024, we will continue to adjust to changes in the current environment, preserve the strength of our balance sheet, prioritize the safety of our employees, and ensure the liquidity and financial well-being of the Company. We believe we remain well-positioned for both near-term and long-term success in the transportation, logistics, and distribution industries because: (1) our core customers are among the major participants in these industries; (2) our technology and innovation provides value- added solutions for our customers by reducing operating costs, improving revenue opportunities, and solving unique transportation problems; (3) our Wabash Management System (“WMS”) principles and processes and enterprise-wide lean efforts drive focus on the interconnected processes that are critical for success across our business; (4) our significant brand recognition, presence throughout North America, and the utilization of our extensive dealer network to market and sell our products; and (5) our One Wabash approach to create a consistent, superior experience for all customers who seek our connected solutions in the transportation, logistics, and distribution markets. By continuing to be an innovation leader in the transportation, logistics, and distribution industries we expect to leverage our existing assets and capabilities into higher margin products and markets by delivering connected value-added customer solutions. Operating Performance We generally measure our operating performance in five key areas – Safety/Morale, Quality, Delivery, Cost Reduction, and Environment. We maintain a continuous improvement mindset in each of these key performance areas. 36 Safety/Morale. The safety of our employees is our number one priority. We demonstrate this core value by working on innovations to protect the people who operate our equipment and partnering with others to promote higher standards in transportation and manufacturing. We continually focus on reducing the severity and frequency of workplace injuries to create a safe environment for our employees and minimize workers compensation costs. We believe that our improved environmental, health, and safety management translates into higher labor productivity and lower costs as a result of less time away from work and improved system management. See the “Human Capital Resources and Management” section in Part I, Item 1, "Business" of this Annual Report on Form 10-K for additional detail on our commitment to safety and human capital. Quality. Our commitment to quality and safety is backed by a robust concern reporting system and associated processes. Any Wabash employee can report a potential safety-related concern that could cause unreasonable risk of harm to our customers. Potential or reported safety concerns are routed to a cross-functional Product Safety Team that includes members from Quality, Warranty, Engineering, Sales and Strategic Sourcing. The Product Safety Team investigates submissions and serves as an initial filter of potential safety issues. Issues that need to be escalated are sent to the Product Safety Council, which consists of executive team members who will coach and give final direction to the Product Safety Team. We monitor product quality on a continual basis through a number of means for both internal and external performance as follows: ▪ ▪ Internal performance. Key process indicators for our quality measurement include both First Time Quality (“FTQ”) and Defects Per Unit (“DPU”). FTQ is a performance metric that measures the impact of all aspects of the business on our ability to ship our products at the end of the production process and DPU is a measurement of defects found at the end of the production process. As with previous years, the expectations of the highest quality product continue to increase while maintaining FTQ performance and reducing rework. In addition, we currently maintain ISO 9001 registrations at our Lafayette, Indiana (since 2012) and Cadiz, Kentucky facilities (since 2014). External performance. We actively track our warranty claims and costs to identify and drive improvement opportunities in quality and reliability. Early life-cycle warranty claims for our van trailers are trended for performance monitoring. Using a unit-based warranty reporting process to track performance and document failure rates, early life- cycle warranty units per 100 van trailers shipped averaged approximately 1.8, 1.5, and 1.9 units in 2023, 2022 and 2021, respectively. Continued low claim rates have been driven by our successful execution of continuous improvement programs centered on process variation reduction and responding to the input from our customers. We expect that these activities will continue to drive down our total warranty cost profile. In addition to managing a robust quality management system for Wabash’s operations for internal and external performance, we expect all direct and indirect suppliers to meet certain standards of quality, engineering, delivery, and management. Our supplier audit process is a comprehensive assessment performed at the supplier’s facility focusing on their system capabilities and how they measure to Wabash’s established requirements. Based on a supplier’s overall rating, action plans are developed to identify improvement opportunities, corrective actions, and timelines to ensure proper closure. Delivery/Productivity. We measure productivity on many fronts. Some key indicators include production line throughput, labor hours per trailer or truck body, labor cost as a percentage of revenue, scrap rates, and inventory levels. Improvements over the last several years in these areas have translated into significant improvements in our ability to better manage inventory flow, control costs, and analyze material and contribution margins. ▪ ▪ ▪ During the past several years, we have focused on productivity enhancements across all of our product lines within manufacturing assembly and sub-assembly areas through developing the capability for mixed model production. Through deployment of the Wabash Management System (“WMS”), all of our business reporting segments have focused on increasing velocity at all our manufacturing locations. We have engaged in extensive lean training and over the last three years have deployed purposeful capital to accelerate our productivity initiatives. Our manufacturing leadership teams have developed competencies to isolate process constraints, and then address those constraints through multiple avenues that drive additional throughput and cost reductions. Cost Reduction and our Operating System. The WMS allows us to develop and scale high standards of excellence across the organization. We believe in our One Wabash approach and standardized processes to drive and monitor performance inside our manufacturing facilities. Continuous improvement is a fundamental component of our operational excellence focus. Our focus on leveraging One Wabash and the WMS mindset across the Company, for example, has allowed us to make strides in all areas of manufacturing including safety, quality, on-time delivery, cost reduction, employee morale, and environment. We continue to maintain focus on continuous improvement. In the past several years, we made adjustments throughout our processes to align variable and fixed costs with capacity and created leaner internal processes in multiple areas. In addition, we continued to invest capital in our processes to reduce variable cost, lowered inherent safety risk in our processes, improved overall consistency in our manufacturing processes, and maintained our assets to capitalize on any economic and/or industry upswings. 37 Environment. We have been on a sustainability journey since the Company’s inception. Uniquely incentivized to improve product designs by utilizing new composite materials to reduce the weight and improve the durability of our products, we are a leader in creating value for customers by facilitating improved fuel efficiency and ensuring the quality and longevity of our equipment. We commit to our employees, customers and shareholders to manage all of our business activities in a responsible manner with respect for the environment through pollution prevention and with our highest priority being the health and safety of our employees. Energy conservation efforts are another critical part of our commitment to continuous improvement and environmental stewardship, and we require energy conservation efforts across all of our facilities. This policy includes improving operational efficiency as well as upgrading to energy-conserving equipment where possible. We demonstrate our commitment to sustainability by maintaining ISO 14001 registration of our Environmental Management System at our Lafayette, Indiana; Cadiz, Kentucky; San José Iturbide, Mexico; and Harrison, Arkansas locations. In 2005, our Lafayette, Indiana facility was one of the first trailer manufacturing operations in the world to be ISO 14001 registered. Being ISO 14001 registered requires us to demonstrate quantifiable and third-party verified environmental improvements. In addition, our San José Iturbide, Mexico facility was recognized with Clean Industry certification from Mexico’s Federal Agency of Environmental Protection for adhering to environmental care in its manufacturing processes. During 2022, our recycling programs and use of recycled materials saved 346,000 cubic yards of landfill space (an increase of 49,000, or 17%, from 2021), 85,700,000 kilowatt-hours of electricity (an increase of 21,400,000, or 33%, from 2021), 83,000 metric tons of greenhouse gas emissions (an increase of 26,300, or 46%, from 2021), and 38,000 mature trees (an increase of 6,800, or 22%, from 2021). In addition, in December 2023 we were recognized among Newsweek’s America’s Most Responsible Companies 2024. Additionally, Wabash views remanufacturing as an opportunity to help customers extend the useful life of their equipment, which reduces the amount of raw materials needed to produce new machinery. In 2022, revenue from remanufacturing totaled approximately $10.4 million. In addition, manufacturers across multiple industries choose our proprietary DuraPlate® composite technology for its versatility and strength. Each DuraPlate® panel and product contains between 15% and 30% post-consumer resin (“PCR”). By using PCR in the manufacture of DuraPlate®, Wabash has diverted more than 1.7 billion plastic bottles from landfills including 130 million bottles in 2022. Furthermore, at the end of the product lifespan, DuraPlate® is 100% recyclable. Our annual Corporate Responsibility Report is available on our website (ir.onewabash.com) and references the ongoing environmental, social, and governance (“ESG”) initiatives that demonstrate our commitment to sustainability and social responsibility. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual Report on Form 10-K unless expressly noted. Industry Trends Trucking in the U.S., according to the American Trucking Association (“ATA”), was estimated to be a $940.8 billion industry in 2022, representing approximately 81% of the total U.S. transportation industry revenue. From a financial (e.g., value) industry perspective, this represents an increase of approximately 7.5% from ATA’s 2021 estimate and is consistent with the prior year as a percentage of the total U.S. transportation industry revenue (81% in both 2022 and 2021). Furthermore, ATA estimates that approximately 72.6% of all domestic freight tonnage in 2022 was carried by trucks, and 327.5 billion miles were traveled by registered trucks in 2021. Trailer demand is a direct function of the amount of freight to be transported. To monitor the state of the industry, we evaluate a number of indicators related to trailer manufacturing and the transportation industry. Recent trends we have observed include the following: Transportation / Trailer Cycle. The trailer industry generally follows the transportation industry cycles. Data related to new trailer shipments over the last nine years is shown below. 2015 2016 2017 2018 2019 2020 2021 2022 2023 New Trailer Shipments 308,000 286,000 290,000 323,000 328,000 210,000 265,000 302,000 311,000 Year-Over-Year Change (%) 14 % (7)% 1 % 11 % 2 % (36)% 26 % 14 % 3 % The most recent estimates from industry forecasters ACT Research Co. (“ACT”) and FTR Associates (“FTR”) indicate total United States trailer production levels for 2023 of approximately 311,000 and 322,000, respectively, which each represent an increase of approximately 0.8% and 4.4%, respectively, from 2022 production levels. Current estimates from ACT and FTR for 2024 United States trailer production are 254,000 and 240,000, respectively, representing a decrease from 2023 of approximately 18.2% and 25.5%, respectively. These estimates are generally in-line with our expectations as trailer manufacturers manage a softening 2024 demand compared to previous years. 38 In addition, ACT is forecasting annual new trailer production levels for 2025, 2026, 2027, and 2028 of approximately 291,000, 296,000, 309,000, and 300,000, respectively. These estimates are generally more consistent with historical trailer industry production levels, and in some years higher than historical production levels. However, overall economic uncertainty and softening demand in the industry for certain of our products could continue to impact these estimates. This uncertainty and softening are evident in the ACT and FTR forecasts, particularly for 2024 production. However, we believe that our strategic plan and actions taken over the last several years have positioned us to remain well-suited to adapt to changes in the industry and demand environment due to our strong balance sheet, liquidity profile, and diversification. Transportation Regulations and Legislation. There are several different areas within both federal and state government regulations and legislation that are expected to have an impact on trailer demand, including: ▪ ▪ ▪ ▪ ▪ ▪ ▪ On July 15, 2022, the National Highway Traffic Safety Administration (“NHTSA”) issued the final rule to upgrade Federal Motor Vehicle Safety Standard (“FMVSS”) No. 223, ‘‘Rear impact guards,’’ and FMVSS No. 224, ‘‘Rear impact protection,’’ which together provide protection for occupants of passenger vehicles in crashes into the rear of trailers. This final rule adopts requirements of Canada Motor Vehicle Safety Standard (“CMVSS”) No. 223, ‘‘Rear impact guards’’ for energy absorption, loadings, and the definition for rear extremity. Additionally, it defines an acceptable elimination of load path during the energy absorption test. The final rule became effective on January 11, 2023, with a compliance date of July 15, 2024. The majority of our trailer products comply with the final rule, while certain tank trailer configurations are being validated to ensure compliance by July 2024 when the rule becomes effective. On May 14, 2022, the Canadian Department of the Environment announced an interim order delaying the trailer portions of Canada’s greenhouse gas regulations (“GHG2”) until mid-2024 at the earliest, essentially following the California Air Resource Board (“CARB”) who will provide at least a six-month notice prior to commencement of enforcing GHG2. This rule mirrored the EPA GHG2 regulations and would only apply to Wabash trailers registered in Canada. In December 2017, the CARB unveiled its own proposal for new greenhouse gas standards for medium- and heavy- duty trucks and trailers that operate in California. On September 27, 2018, CARB approved for adoption the California Phase 2 GHG regulation. That regulation largely aligns California’s GHG emission standards and test procedures with the federal Phase 2 GHG emission standards and test procedures, however it would remain applicable to Wabash trailers registered in the state of California. The CARB requirements to be met for model years 2021, 2024, and 2027 become progressively more stringent and are driven by tire rolling resistance and pressure monitoring, aerodynamic drag, and weight—all of which effect CO2 emissions. On December 3, 2019, CARB issued an official advisory notifying trailer manufacturers that CARB will be suspending enforcement of GHG2 trailer requirements and will provide at least a six-month written notice prior to commencement of enforcing GHG2. CARB continues to process and approve voluntary applications during the suspension period. If we were to receive CARB’s six-month advance notice of enforcement, more stringent van trailer standards would become effective in model year 2024 and model year 2027—requiring more advanced fuel efficiency technologies, such as rear boat tails and higher percentage improvement side skirts and tires. (While CARB’s 2021 requirements remain intact, they are not enforced—however, if we were to receive the six-month advance notice of enforcement prior to 2024, the 2021 objectives would become the requirement.) CARB continues to suspend enforcement as a six-month written notice has not been issued. We will continue preparations to become compliant if and when official notice has been received for commencement of the regulation. CARB Advanced Clean Fleet (“ACF”) legislation sets requirements for organizations to reduce the overall emissions of the vehicle fleets they operate. These standards apply to fleets owned and operated by Wabash at the Moreno Valley and Perris, California facilities. ACF also affects many Wabash customers who own and operate fleets in California and is expected to increase demand for electric vehicles over the next 10 years as the requirements are ramped up. CARB’s Advanced Clean Truck regulations impact the truck body chassis manufacturers that supply to Wabash by setting an annual zero emission sales requirement. This regulation is expected to drive larger market penetration of electric commercial trucks over the next 10 years as requirements are ramped up. In 2024, CARB zero-emissions Transport Refrigeration Unit (“TRU”) rules become effective. Like ACF, these requirements impact Wabash customers and will drive greater demand for electric TRUs that are installed on Wabash vehicles. 39 ▪ ▪ EPA’s American Innovation and Manufacturing Act (“AIM”) continues to phase-down the production and consumption of hydrofluorocarbons (“HFCs”) in the United States. The AIM Act currently mandates that EPA provide Wabash with application-specific allowances to manufacture EcoNex™ Technology products. Such allowances operate to increase certainty that HFCs are made available to Wabash during the time that the application-specific provisions are active. Updates to the proposed CARB 2024 Heavy-Duty Engine and Vehicle Omnibus regulation provided greater flexibility to chassis manufacturers for 2024–2026 engine model years. While this should help OEMs as they develop near-term engine updates, OEMs will be required to comply with 2027 emission regulations in the long-term. While the number of chassis manufacturers registering EVs continued to grow (albeit largely in the traditional OEM space), hydrogen fuel cell manufacturers also started to register. While the numbers were small (primarily testing and over-the-road applications), this was a positive sign for the future of work trucks. Other Developments. Other developments and potential impacts on the industry include: ▪ While EPA and NHTSA are unable to regulate trailers due to a previous ruling, which reduces the risk to trailer manufacturers in the near term, CARB continues to seek additional states to join their position in attempting to drive regulation at the state level. ▪ While we believe the need for trailer equipment will be positively impacted by the legislative and regulatory changes addressed above, these demand drivers could be offset by factors that contribute to the increased concentration and density of loads. ▪ Trucking company profitability, which can be influenced by factors such as fuel prices, freight tonnage volumes, and government regulations, is highly correlated with the overall economy of the U.S.; carrier profitability significantly impacts demand for, and the financial ability to, purchase new trailers. ▪ We expect that the majority of freight in our industry will continue to be moved by truck and, according to ATA, total freight transportation revenue is expected to increase from an estimated $1.04 trillion in 2022 to $1.51 trillion in 2034. ▪ ▪ ▪ The expected transition from diesel tractors (and their coolant systems) to electric or fuel cell vehicles changes how heated or cooled trailers can regulate temperature. This creates a market need for alternate heating and cooling solutions. The impacts of the continued near-shoring trend should be positive for trucking. It will continue to impact current supply chain routes, with possible movement of logistics hubs. Oversupply of refrigerated trailers in 2022-2023 has led to a surplus of inventory in the market, which will put downward pressure on supply for the majority of 2024. The long-term outlook of the market still remains strong, and there is expected to be a return to normal levels by the end of 2024. 40 Results of Operations The following table sets forth certain operating data as a percentage of net sales for the periods indicated: Net sales Cost of sales Gross profit General and administrative expenses Selling expenses Amortization of intangibles Impairment and other, net Income from operations Interest expense Other, net Other expense, net Loss from unconsolidated entity Income before income taxes Income tax expense Net income Years Ended December 31, 2022 100.0 % 87.1 % 12.9 % 2023 100.0 % 80.4 % 19.6 % 2021 100.0 % 89.1 % 10.9 % 5.8 % 1.0 % 0.5 % — % 12.3 % (0.8)% 0.1 % (0.6)% — % 11.6 % 2.5 % 9.1 % 4.5 % 1.1 % 0.6 % — % 6.7 % (0.8)% — % (0.8)% — % 5.9 % 1.3 % 4.5 % 4.9 % 1.3 % 1.3 % 1.5 % 1.9 % (1.3)% (0.5)% (1.8)% — % 0.1 % — % 0.1 % 41 2023 Compared to 2022 Net Sales Net sales in 2023 increased $34.4 million, or 1.4%, compared to 2022. By business segment, net sales prior to intersegment eliminations and related trailer units sold were as follows (dollars in thousands): Sales by Segment Transportation Solutions Parts & Services Eliminations Total New Units Shipped Trailers Truck bodies Total Used Units Shipped Trailers Year Ended December 31, Change 2023 2022 Amount % (prior to elimination of intersegment sales) $ 2,338,604 $ 2,320,914 $ 220,873 (22,977) 193,476 (12,261) 17,690 27,397 0.8% 14.2% $ 2,536,500 $ 2,502,129 $ 34,371 1.4% (units) 44,450 16,070 60,520 (units) 90 52,210 14,800 67,010 (7,760) (14.9%) 1,270 (6,490) 8.6% (9.7%) 95 (5) (5.3%) TS segment sales, prior to the elimination of intersegment sales, were $2,338.6 million in 2023, an increase of $17.7 million, or 0.8%, compared to 2022. The increase in sales was primarily due to higher revenue per trailer unit along with an increase in truck body shipments. Trailers shipped in 2023 decreased ### as 44,450 trailers were shipped in 2023 compared to 52,210 trailer shipments in 2022. New truck bodies shipped during 2023 totaled 16,070 compared to 14,800 truck bodies in prior year, an increase of 8.6% primarily due to strong demand. The decrease in trailer shipments was primarily driven by our previously announced intentional ramp-down of manufacturing conventional refrigerated van trailers and fewer dry van shipments. While new trailer shipments decreased from the prior year period, higher revenue per new trailer unit along with the increase in truck body shipments and truck body revenue per unit resulted in an overall increase in new trailer and truck body revenue. The increases were primarily due to increased pricing to account for inflation, our curated customer portfolio, and improved pricing processes. P&S segment sales, prior to the elimination of intersegment sales, were $220.9 million in 2023, an increase of $27.4 million, or 14.2%, compared to 2022. The overall increase in sales was primarily attributable to a $16.6 million increase in our upfitting solutions and services businesses based on strong demand for these offerings. There was also an increase in sales within our Engineered Products business of approximately $10.8 million, which was largely due to product mix and higher revenue per the Wabash Parts LLC parts and distribution entity had higher sales in the current year period of unit. In addition, approximately $7.9 million, which was primarily attributable to the fact that the entity was established with our partner during the second quarter of 2022 as further described in Note 6 in the Notes to Consolidated Financial Statements. Cost of Sales Cost of sales was $2,038.3 million in 2023, a decrease of $141.1 million, or 6.5%, compared to 2022. Cost of sales is comprised of material costs, a variable expense, and other manufacturing costs, comprised of both fixed and variable expenses, including direct and indirect labor, outbound freight, overhead expenses, and depreciation. TS segment cost of sales was $1,898.7 million in 2023, a decrease of $144.3 million, or 7.1%, compared to 2022. The decrease in cost of sales, which was primarily driven by lower shipment volumes, was due to a decrease in materials costs of $160.8 million, or 11.0%, along with a decrease in certain other manufacturing costs. These decreases were partially offset by an increase in labor and employee-related costs of approximately $15.0 million as well as an increase in operating supplies and maintenance and repairs costs totaling approximately $13.3 million. 42 P&S segment cost of sales, prior to the elimination of intersegment sales, was $162.6 million in 2023, an increase of $13.9 million, or 9.4%, compared to 2022. The increase in cost of sales for this segment was due in part to an increase in materials costs of approximately $4.4 million, or 3.9%. In addition, there was an increase in labor and employee-related costs of approximately $5.1 million, and an increase in outside services, freight, and lease/rent costs of approximately $2.4 million in the aggregate. Gross Profit Gross profit was $498.2 million in 2023, an increase of $175.5 million, or 54.4% from 2022. Gross profit as a percentage of sales, or gross margin, was 19.6% in 2023 as compared to 12.9% in 2022. Gross profit by segment was as follows (in thousands): Gross Profit by Segment Transportation Solutions Parts & Services Corporate and Eliminations Total Year Ended December 31, Change 2023 2022 $ % $ 439,864 $ 277,842 $ 162,022 58,323 — 44,849 — 13,474 — 58.3% 30.0% $ 498,187 $ 322,691 $ 175,496 54.4% TS segment gross profit was $439.9 million in 2023 compared to $277.8 million in 2022, an increase of $162.0 million. Gross profit, as a percentage of net sales prior to the elimination of intersegment sales, was 18.8% in 2023 as compared to 12.0% in 2022, an increase of 6.8%. The overall increase in gross profit from the prior year period was primarily driven by an increase in our dry van products of approximately $95.2 million. In addition, our truck bodies, tank trailers, and platforms had increases from the prior year period. Each of these increases, as well as the increase in gross profit as a percentage of net sales, was primarily attributable to higher revenue per new trailer unit and truck body due to increased pricing to account for inflation, our curated customer portfolio, and improved pricing processes. P&S segment gross profit was $58.3 million in 2023 compared to $44.8 million in 2022. Gross profit, as a percentage of net sales prior to the elimination of intersegment sales, was 26.4% in 2023 compared to 23.2% in 2022, an increase of 3.2%. The overall increase in gross profit was primarily related to an increase within our Engineered Products business of approximately $6.1 million. In addition, our upfitting solutions and services businesses increased approximately $4.7 million from the prior year period on strong demand for these offerings. Finally, our Composites business, which focuses on the use of DuraPlate® composite panels beyond the semi-trailer market, increased approximately $2.4 million compared to the prior year period due in part to increased pricing. General and Administrative Expenses General and administrative expenses were $146.7 million in 2023, an increase of $33.6 million, or 29.7%, compared to 2022. The increase from the prior year period was due in part to an increase of approximately $18.3 million in professional fees and outside services costs, which includes the estimated liability for the Matters, as defined and further described in Note 14 in the Notes to Consolidated Financial Statements. There was also an increase in general and administrative employee-related costs, including benefits and incentive programs, of approximately $12.0 million. In addition, maintenance and repairs expense and lease/rental costs increased in total by approximately $2.7 million. As a percentage of sales, general and administrative expenses were 5.8% for the 2023 period as compared to 4.5% for the same period of 2022. The overall increase in general and administrative expenses as a percentage of net sales was primarily attributable to the increase in professional and outside services costs and employee-related costs, which outpaced the increase in sales. Selling Expenses Selling expenses were $26.5 million in 2023, a decrease of $0.5 million, or 2.0%, compared to 2022. The decrease was primarily attributable to a decrease in advertising and promotional expense of approximately $1.6 million, which is due in part to expenses incurred during the 2022 period related to our Ignite Conference. In addition, there was a decrease in professional fees and outside services costs of approximately $1.4 million. These decreases were partially offset by an increase in sales employee-related costs, including benefits and incentive programs, of approximately $1.6 million. There was also an increase in our reserve for expected credit losses and travel-related expenses totaling approximately $0.8 million. As a percentage of net sales, selling expenses were 1.0% in 2023 compared to 1.1% in 2022. The overall decrease in selling expenses as a percentage of net sales was primarily attributable to the increase in sales and the decrease in advertising and promotional expense and professional fees and outside services costs. 43 Amortization of Intangibles Amortization of intangibles was $12.8 million in 2023 compared to $15.2 million in 2022. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. The decrease from the prior year period is related to certain of the intangible assets that became fully amortized during the second quarter of 2022. Impairment and Other, Net Impairment and other, net was a net loss of $0.2 million during 2023 and a net loss of $0.7 million during 2022. Activity during the prior year period primarily related to the impairment of $1.0 million of construction-in-progress projects that were no longer expected to be completed and the write-off of certain property, plant, and equipment and IT-related assets. These items were partially offset by the sale of a building (and the related land) as further described in Note 21 in the Notes to Consolidated Financial Statements, which resulted in a gain of approximately $0.7 million. Other Income Interest expense in 2023 totaled $19.9 million compared to $20.5 million in 2022. Interest expense relates to interest and non- cash accretion charges on our Senior Notes due 2028 and Revolving Credit Agreement. Interest expense in the current year period was lower than in the 2022 period due to lower average outstanding balances under the Revolving Credit Facility. Other, net for 2023 represented income of $3.4 million as compared to income of $0.3 million for 2022. Income for both the current and prior year period primarily relates to interest income. Income Taxes We recognized income tax expense of $62.8 million in 2023 compared to income tax expense of $33.7 million in 2022. The effective tax rate for 2023 was 21.3% compared to 23.0% for 2022. The effective tax rate for both 2023 and 2022 differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state and local taxes and discrete items, including stock- based compensation. Net cash paid for income taxes in 2023 was $82.6 million compared to net cash paid during 2022 of $18.3 million. Liquidity and Capital Resources Capital Structure Our capital structure is comprised of a mix of debt and equity. As of December 31, 2023, our debt-to-equity ratio was approximately 0.7:1.0. Our long-term objective is to generate operating cash flows sufficient to support the growth within our businesses and increase shareholder value. This objective will be achieved through a balanced capital allocation strategy of sustaining strong liquidity, maintaining healthy leverage ratios, investing in the business, both organically and strategically, and returning capital to our shareholders. Our Board of Directors designated a Finance Committee for the primary purpose of assisting the Board in its oversight of the Company’s capital structure, financing, investment, and other financial matters of importance to the Company. Throughout 2023, and in keeping to this balanced approach, we repurchased $66.6 million (inclusive of excise tax) of common stock under the share repurchase program approved by our Board of Directors and paid dividends of $15.9 million. Also, as further described below in the “Debt Agreements and Related Amendments” section below, in September 2022 we amended our Revolving Credit Agreement. The amendment increased the total revolving commitments to $350 million and extended the maturity to September 2027, which is the nearest maturity date of our long-term debt. As of December 31, 2023, there were no amounts outstanding under the Revolving Credit Agreement. During the fourth quarter of 2023, our credit rating was upgraded by Moody’s which followed another upgrade by S&P earlier in the year. Collectively, these actions demonstrate our confidence in the financial outlook of the Company and our ability to generate cash flow, both near and long term, and reinforce our overall commitment to deliver shareholder value while maintaining the flexibility to continue to execute our strategic plan for profitable growth and diversification. Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $516.1 million as of December 31, 2023 and $401.2 million as of December 31, 2022, an increase of 29%. The increase from the prior year is primarily attributable to a higher cash balance at December 31, 2023 due to positive cash flow from operating activities. For 2024, we expect to continue our commitment to fund our working capital requirements and capital expenditures from net cash provided by operations or available borrowing capacity under the Revolving Credit Agreement (as needed). Along with these investments, we will also maintain our assets to react to any economic and/or industry changes, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment to preserve the strength of our balance sheet, while prioritizing the safety of our employees and ensuring the liquidity and financial well-being of the Company. 44 Debt Agreements and Related Amendments Senior Notes due 2028 On October 6, 2021, we closed on an offering of $400 million in aggregate principal amount of our 4.50% unsecured Senior Notes due 2028 (the “New Senior Notes”). The New Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among us, certain subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Indenture”). The New 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 New Senior Notes will mature on October 15, 2028. At any time prior to October 15, 2024, we may redeem some or all of the New Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the New Senior Notes being redeemed plus an applicable make-whole premium set forth in the Indenture and accrued and unpaid interest to, but not including, the redemption date. Prior to October 15, 2024, we may redeem up to 40% of the New Senior Notes at a redemption price of 104.500% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the proceeds of certain equity offerings so long as if, after any such redemption occurs, at least 60% of the aggregate principal amount of the New Senior Notes remain outstanding. On and after October 15, 2024, we may redeem some or all of the New Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.250% for the twelve-month period beginning on October 15, 2024, 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 we have exercised our optional redemption right in respect of the New Senior Notes, the holders of the New Senior Notes will have the right to require us to repurchase all or a portion of the New Senior Notes at a price equal to 101% of the aggregate principal amount of the New Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase. The New Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The New Senior Notes and related guarantees are our and the Guarantors’ general unsecured senior obligations and will be subordinated to all of our and the Guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the New Senior Notes are structurally subordinated to any existing and future debt of any of our subsidiaries that are not Guarantors, to the extent of the assets of those subsidiaries. Subject to a number of exceptions and qualifications, the Indenture restricts our ability and the ability of certain of our subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock or with respect to any other interest or participation in, or measured by, our profits; (iii) make loans and certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate, merge or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications. During any time when the New Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and we and our subsidiaries will cease to be subject to such covenants during such period. The Indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the New Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs. As of December 31, 2023, we were in compliance with all covenants. The sale of the New Senior Notes resulted in net proceeds of approximately $395 million, after deducting financing fees and other offering expenses. We used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to fund the redemption in full of the Senior Notes due 2025, to repay in full the $108.8 million of outstanding borrowings under the term loan credit agreement entered into on September 28, 2020 (the “New Term Loan Credit Agreement”) among us, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as the administrative agent, and to pay all related fees and expenses. (The New Term Loan Credit Agreement refinanced and replaced that certain Term Loan Credit Agreement, dated as of May 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Old Term Loan Credit Agreement”), among us, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as the administrative agent.) Debt extinguishment charges totaling $9.1 million were recorded during the fourth quarter of 2021 in connection with the redemption in full of the Senior Notes due 2025 and the repayment in full of the outstanding borrowings under the New Term Loan Credit Agreement. The loss on debt extinguishment charges is included in Other, net on our Consolidated Statements of Operations. 45 Contractual coupon interest expense and accretion of fees for the New Senior Notes for the years ended December 31, 2023, 2022 and 2021 were $18.0 million and $0.6 million, $18.0 million and $0.6 million, and $4.3 million and $0.1 million, respectively. Contractual coupon interest expense and accretion of discount and fees for the Senior Notes due 2025, which were redeemed in full during the fourth quarter of 2021 as described above, for the year ended December 31, 2021, was $13.3 million and $0.5 million, respectively. Contractual coupon interest expense and accretion of discount and fees are included in Interest expense on the Company’s Consolidated Statements of Operations. Revolving Credit Agreement On September 23, 2022, we entered into the Third Amendment to the Second Amended and Restated Credit Agreement among us, certain of our subsidiaries as borrowers (together with us, the “Borrowers”), certain of our subsidiaries as guarantors, the lenders party thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent (the “Agent”), which amended our existing Second Amended and Restated Credit Agreement, dated as of December 21, 2018 (as amended from time to time, the “Revolving Credit Agreement”). Under the Revolving Credit Agreement, the lenders agree to make available a $350 million revolving credit facility to the Borrowers with a scheduled maturity date of September 23, 2027. We have the option to increase the total commitments under the facility by up to an additional $175 million, subject to certain conditions, including obtaining agreements from one or more lenders, whether or not party to the Revolving Credit Agreement, to provide such additional commitments. Availability under the Revolving Credit Agreement is based upon quarterly (or more frequent under certain circumstances) borrowing base certifications of the Borrowers’ eligible inventory, eligible leasing inventory and eligible accounts receivable, and is reduced by certain reserves in effect from time to time. Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in the amount of $25 million and allows for swingline loans in the amount of $35 million. Outstanding borrowings under the Revolving Credit Agreement bear interest at an annual rate, at the Borrowers’ election, equal to (i) adjusted term Secured Overnight Financing Rate plus a margin ranging from 1.25% to 1.75% or (ii) a base rate plus a margin ranging from 0.25% to 0.75%, in each case depending upon the monthly average excess availability under the Revolving Credit Agreement. The Borrowers are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses of the Agent and the lenders. The Revolving Credit Agreement is guaranteed by certain of our subsidiaries (the “Guarantors”) and is secured by substantially all personal property of the Borrowers and the Guarantors. The Revolving Credit Agreement contains customary covenants limiting our ability and certain of our subsidiaries to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. In addition, we will be required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the Revolving Credit Agreement is less than the greater of (a) 10% of the lesser of (i) the total revolving commitments and (ii) the borrowing base (such lesser amount, the “Line Cap”) and (b) $25 million. As of December 31, 2023, we were in compliance with all covenants. If availability under the Revolving Credit Agreement is less than the greater of (i) 10% of the Line Cap and (ii) $25 million for three consecutive business days, or if there exists an event of default, amounts in any of the Borrowers’ and the Guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and applied to reduce the outstanding amounts under the facility. The Revolving Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the lenders may, among other things, require the immediate payment of all amounts outstanding and foreclose on collateral. In addition, in the case of an event of default arising from certain events of bankruptcy or insolvency, the lenders’ obligations under the Revolving Credit Agreement would automatically terminate, and all amounts outstanding under the Revolving Credit Agreement would automatically become due and payable. Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Agreement, amounted to $516.1 million as of December 31, 2023 and $401.2 million as of December 31, 2022, an increase of $114.9 million (or 29%). The increase from the prior year is primarily attributable to a higher cash balance due to favorable cash flow from operations. During the year ended December 31, 2023, we had payments of principal of $104.2 million and borrowings of principal of $104.2 million under the Revolving Credit Agreement, and as of December 31, 2023, there were no amounts outstanding. 46 During the year ended December 31, 2022, we had net payments of principal of $130.6 million and net borrowings of principal of $97.6 million under the Revolving Credit Agreement, and as of December 31, 2022, there were no amounts outstanding. Interest expense under the Revolving Credit Agreement for the years ended December 31, 2023, 2022, and 2021, was approximately $0.9 million, $1.7 million, and $0.6 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expense on the Company’s Consolidated Statements of Operations. New and Old Term Loan Credit Agreements As described above, in October 2021, we used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement. In addition to the full repayment during the fourth quarter, during the second quarter of 2021, we made principal payments totaling $30.0 million and recognized loss on debt extinguishment charges of approximately $0.5 million. The extinguishment charges are included in Other, net in the Consolidated Statements of Operations. For the year ended December 31, 2021, under the New Term Loan Credit Agreement we paid interest of $3.9 million. For the year ended December 31, 2021, we incurred charges of $0.2 million for amortization of fees and original issuance discount, which are included in Interest expense in the Consolidated Statements of Operations. Cash Flow 2023 Compared to 2022 Cash provided by operating activities for 2023 totaled $319.6 million, compared to cash provided by operating activities of $124.1 million in 2022. The cash provided by operations during the current year was the result of net income adjusted for various non-cash activities, including depreciation, amortization, deferred taxes, stock-based compensation, and a $42.1 million decrease in our working capital. Changes in key working capital accounts for 2023 and 2022 are summarized below (in thousands): Source (Use) of cash: Accounts receivable Inventories Accounts payable and accrued liabilities Net source (use) of cash 2023 2022 Change $ $ 72,587 $ (79,066) $ 151,653 (23,765) 5,775 (6,249) 46,085 54,597 $ (39,230) $ (17,516) (40,310) 93,827 Accounts receivable decreased $72.6 million in 2023 and increased $79.1 million in 2022. Days sales outstanding, a measure of working capital efficiency that measures the amount of time a receivable is outstanding, was approximately 28 days and 35 days for the year-ended December 31, 2023 and 2022, respectively. The decrease in accounts receivable in 2023 was primarily due to the decrease in shipments during the second half of 2023 compared to 2022 as well as the timing of shipments and receipt of customer payments. Inventories increased in 2023 by $23.8 million compared to an increase in 2022 of $6.2 million. The overall increase in inventory for 2023 was primarily attributable to higher finished goods inventory compared to prior year. Our inventory turns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per year, was approximately 6 times in 2023 and 7 times 2022. Accounts payable and accrued liabilities increased $5.8 million in 2023 compared to an increase of $46.1 million for 2022. Days payable outstanding, a measure of working capital efficiency that measures the amount of time a payable is outstanding, was 29 days in 2023 and 30 days in 2022. Investing activities used $106.0 million during 2023 compared to $55.3 million used in 2022. Investing activities for 2023 included capital expenditures for property, plant, and equipment of $98.1 million, which was an increase compared to $57.1 million during 2022. In addition, expenditures related to revenue generating assets totaled approximately $5.7 million and expenditures related to investment in Linq Venture Holdings, LLC totaled approximately $2.5 million, which is further detailed in Note 6 in the Notes to Consolidated Financial Statements. Cash used in investing activities in 2023 and 2022 was primarily related to capital expenditures to support growth and improvement initiatives at our facilities. In 2023, investing activities included $0.2 million proceeds from the sale of assets compared to approximately $1.8 million in 2022. Financing activities used $92.5 million during 2023 as compared to using $82.3 million during 2022. Net cash used in 2023 primarily relates to common stock repurchases of $76.2 million and cash dividend payments to our shareholders of $15.9 million. Borrowings under our Revolving Credit Agreement totaled $104.2 million which were fully offset by principal, interest, and unused fee payments made under our Revolving Credit Agreement of $104.2 million. Net cash used in financing activities in 2022 due in part to net payments on our Revolving Credit Agreement of $33.0 million. We also repurchased common stock of $34.3 million and paid cash dividends to our shareholders of $16.0 million in 2022. 47 Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $516.1 million as of December 31, 2023 and $401.2 million as of December 31, 2022, an increase of 29%. The increase from prior year is primarily attributable to a higher cash balance, a result of higher net cash provided by operating activities in 2023. Total debt obligations amounted to $400.0 million as of December 31, 2023. For 2024 and forward, we expect to continue our commitment to fund our working capital requirements and capital expenditures from net cash provided by operations or available borrowing capacity under the Revolving Credit Agreement (as needed). Along with these investments, we will also maintain our assets to capitalize on any economic and/or industry upswings, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment to preserve the strength of our balance sheet, while prioritizing the safety of our employees and ensuring the liquidity and financial well-being of the Company. Contractual Obligations and Commercial Commitments A summary of our contractual obligations and commercial commitments, both on and off-balance sheet, as of December 31, 2023 are as follows (in thousands): Debt: Revolving Credit Agreement (due 2027) $ — $ — $ — $ — $ — $ — $ — 2024 2025 2026 2027 2028 Thereafter Total Senior Notes due 2028 — — — — 400,000 Interest Payments on Revolving Credit Agreement (If Any) and Senior Notes due 20281 Total Debt Other: Operating Leases Total Other Other Commercial Commitments: Letters of Credit Raw Material Purchase Commitments Chassis Agreements and Programs Total Other Commercial Commitments 18,000 18,000 18,000 18,000 18,000 18,000 18,000 18,000 18,000 418,000 10,418 10,418 6,002 35,700 28,212 69,914 9,364 9,364 8,310 8,310 4,349 4,349 1,920 1,920 1,066 1,066 — — — — — — — — — — — — — — — — — — — — — — — 400,000 90,000 490,000 35,427 35,427 6,002 35,700 28,212 69,914 Total Obligations $ 98,332 $ 27,364 $ 26,310 $ 22,349 $ 419,920 $ 1,066 $ 595,341 1 Future interest payments on variable rate long-term debt (if any) are estimated based on the rate in effect as of December 31, 2023, and only include interest payments (not unused line fees). However, as of December 31, 2023, there was no variable rate debt (Revolving Credit Agreement) outstanding. Borrowings under the Revolving Credit Agreement bear interest at a variable rate based on the Secured Overnight Financing Rate (“SOFR”) or a base rate determined by the lender’s prime rate plus an applicable margin, as defined in the agreement. Any outstanding borrowings under the Revolving Credit Agreement bear interest at a rate, at our election, equal to (i) adjusted term SOFR plus a margin ranging from 1.25% to 1.75% or (ii) a base rate plus a margin ranging from 0.25% to 0.75%, in each case depending upon the monthly average excess availability under the Revolving Credit Agreement. We are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses of our agent and lenders. During the year ended December 31, 2023, we had payments of principal of $104.2 million and borrowings of principal of $104.2 million under the Revolving Credit Agreement, and as of December 31, 2023, there were no amounts outstanding. The Senior Notes due 2028 bear interest at the rate of 4.5% per annum from the date of issuance, payable semi-annually on April 15 and October 15. Operating leases represent the total future minimum lease payments for leases that have commenced. As of December 31, 2023, obligations related to operating leases that we have executed but have not yet commenced were nominal. We have standby letters of credit totaling $6.0 million issued in connection with workers compensation claims and surety bonds. We have $35.7 million in purchase commitments through December 2024 for various raw material commodities, including aluminum, steel, polyethylene, and nickel, as well as other raw material components which are within normal production requirements. 48 We obtain vehicle chassis for our specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and to a lesser extent, for unallocated orders. Although each manufacturer’s agreement has different terms and conditions, the agreements generally state that the manufacturer will provide a supply of chassis to be maintained from time to time at our various facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of the agreement. The manufacturer transfers the chassis to us on a “restricted basis” retaining the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to us nor permit us to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although we are party to related finance agreements with manufacturers, we have not historically settled, nor do we expect to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of December 31, 2023, our outstanding chassis converter pool with the manufacturer totaled $27.3 million and has included this financing agreement on our Consolidated Balance Sheets within Prepaid expenses and other and Other accrued liabilities. All other chassis programs are handled as consigned inventory belonging to the manufacturer and totaled approximately $0.9 million. Under these agreements, if the chassis is not delivered to a customer within a specified time frame, we are required to pay a finance or storage charge on the chassis. Additionally, we receive finance support funds from manufacturers when the chassis are assigned into our chassis pool. Typically, chassis are converted and delivered to customers within 90 days of our receipt of the chassis. The total amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $4.8 million at December 31, 2023. Payment of these obligations would result from settlements with taxing authorities. Due to the difficulty in determining the timing of settlements, these obligations are not included in the table above. We do not expect to make a tax payment related to these obligations within the next year that would significantly impact liquidity. Significant Accounting Policies and Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. Our significant accounting policies are more fully described in Note 2 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, evaluation of trends in the industry, information provided by our customers, and information available from other outside sources, as appropriate. We consider an accounting estimate to be critical if it requires us to make assumptions about matters that were uncertain at the time we were making the estimate or changes in the estimate or different estimates that we could have selected would have had a material impact on our financial condition or results of operations. Legal and Other Contingencies. The outcomes of legal proceedings and claims brought against us and other loss contingencies are subject to significant uncertainty. We establish legal contingency reserves when we determine that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In determining the appropriate accounting for loss contingencies, we consider the likelihood of loss or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss. We regularly evaluate current information available to us to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a loss or a range of loss involves significant judgment and such matters are unpredictable. We could incur judgments or enter into settlements for current or future claims that could materially impact our results of operations. Impairment of Long-Lived Assets and Definite-Lived Intangible Assets. We review, on at least a quarterly basis, the financial performance of each business unit for indicators of impairment. In reviewing for impairment indicators, we also consider events or changes in circumstances such as business prospects, customer retention, market trends, potential product obsolescence, competitive activities, and other economic factors. An impairment loss is recognized when the carrying value of an asset group exceeds the future net undiscounted cash flows expected to be generated by that asset group. The impairment loss recognized is the amount by which the carrying value of the asset group exceeds its fair value. 49 Impairment of Trade Name and Trademark Intangible Assets (2021) As further described in Note 5 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K, on January 10, 2022, we completed our review and approval of our plan for rebranding as Wabash®. As part of the planning process, we assessed our usage of trade names and brand names in connection with the long-term growth strategy as One Wabash. Under the plan as approved, we no longer use certain trade names or brand names, and predominantly use Wabash (or variations thereof) to refer to the Company. The decision resulted in non-cash impairment charges of approximately $28.3 million during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets. Goodwill. We assess goodwill for impairment at the reporting unit level on an annual basis as of October 1st, after the annual planning process is complete. More frequent evaluations may be required if we experience changes in our business climate or as a result of other triggering events that may take place. If the carrying value exceeds fair value, the asset is considered impaired and is reduced to its fair value. In assessing goodwill for impairment, we may choose to initially evaluate qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, then an impairment analysis for goodwill is performed at the reporting unit level using a quantitative approach. The quantitative test is a comparison of the fair value of the reporting unit, determined using a combination of the income and market approaches, to its recorded amount. If the recorded amount exceeds the fair value, an impairment is recorded to reduce the carrying amount to fair value, but will not exceed the amount of goodwill that is recorded. The process of evaluating goodwill for impairment is subjective and requires significant judgment at many points during the analysis. If we elect to perform an optional qualitative analysis, we consider many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, long-term operating plans, and potential changes to significant assumptions used in the most recent fair value analysis for the reporting unit. When performing a quantitative goodwill impairment test, we generally determine fair value using a combination of an income-based approach and a market-based approach. The fair value determination consists primarily of using significant unobservable inputs (Level 3) under the fair value measurement standards. We believe the most critical assumptions and estimates in determining the estimated fair value of our reporting units include, but are not limited to, the amounts and timing of expected future cash flows which is largely dependent on expected EBITDA margins, the discount rate applied to those cash flows, and terminal growth rates. The assumptions used in determining our expected future cash flows consider various factors such as historical operating trends and long-term operating strategies and initiatives. The discount rate used by each reporting unit is based on our assumption of a prudent investor’s required rate of return assuming the risk of investing in a particular company. The terminal growth rate reflects the sustainable operating income a reporting unit could generate in a perpetual state as a function of revenue growth, inflation, and future margin expectations. Annual Goodwill Impairment Test As of December 31, 2023, goodwill allocated to our TS and P&S segments was approximately $120.5 million and $67.9 million, respectively. For the 2023 annual goodwill impairment test conducted as of October 1st, 2023, the Company chose to evaluate qualitative factors 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 qualitative assessment, the Company considered many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, future operating plans, and potential changes to significant assumptions used in the most recent quantitative fair value analysis for each reporting unit (which was conducted in connection with the Company’s segment realignment beginning in September 2021 as further described below). 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 and a quantitative analysis was not performed. During the fourth quarters of 2022 and 2021, the Company completed its annual goodwill impairment test using the qualitative assessment. Based on all assessments performed, the Company believed it was more likely than not that the fair value of its reporting units were greater than their carrying amount and no additional impairment of goodwill was recognized. In connection with the Company’s segment realignment beginning in September 2021 described in greater detail below, the Company performed a quantitative assessment for each reporting unit utilizing a combination of the income and market approaches, the results of which were weighted evenly. No impairment was indicated in either annual test as the fair value of each reporting unit exceeded its respective carrying value. 50 2021 Segment Realignment As further described in Note 5 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K, beginning in September 2021 we realigned our operating and reportable segments. Based on these changes, we established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable segments were also determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. In accordance with the relevant accounting guidance, we performed a quantitative impairment assessment of goodwill immediately prior to and subsequently following the change in segments and reporting units. The quantitative analyses did not result in any impairment charges as the fair value of each reporting unit exceeded the carrying value. In addition, as part of the change in segment structure, we reassigned goodwill from the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) reporting units to the TS and P&S reporting units using a relative fair value allocation approach as required by the relevant accounting guidance. Goodwill Allocation for Extract Technology® (“Extract”) As further described in Note 21 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K, during the second quarter of 2021, we sold our Extract business that manufactured stainless steel isolators and downflow booths, as well as custom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical, biotech, and nuclear end markets. Prior to the divestiture, Extract was an operating unit within the historical Process Systems reporting unit (which was within the historical DPG segment). In accordance with the relevant accounting guidance, as part of the sale we allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting net gain recognized in connection with the sale. Prior to and subsequent to the divestiture, we performed an impairment assessment for the historical DPG reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value. Other Inflation Inflation impacts prices paid for labor, materials and supplies. Significant increases in the costs of production or certain commodities, raw materials, and components could have an adverse impact on our results of operations. As has been our practice, we will endeavor to offset the impact of inflation through selective price increases, productivity improvements, and hedging activities. Our ability to mitigate the impact of inflation through selective price increases may be limited by our backlog in cases of orders without inflation-based price adjustment provisions. New Accounting Pronouncements For information related to new accounting standards, see Note 3 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K. 51 ITEM 7A–QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In addition to the risks inherent in our operations, we have exposure to financial and market risk resulting from volatility in commodity prices, interest rates, and foreign exchange rates. The following discussion provides additional detail regarding our exposure to these risks. Commodity Price Risks We are exposed to fluctuation in commodity prices through the purchase of various raw materials that are processed from commodities such as aluminum, steel, lumber, nickel, copper, and polyethylene. Given the historical volatility of certain commodity prices, this exposure can significantly impact product costs. We manage some of our commodity price changes by entering into fixed price contracts with our suppliers and through financial derivatives. To the extent that we are unable to offset the increased commodity costs in our product prices, our results would be materially and adversely affected. As of December 31, 2023, we had $35.7 million in raw material purchase commitments through December 2024 for materials that will be used in the production process, as compared to $59.2 million as of December 31, 2022. The decrease from the prior year is primarily attributable to lower backlog. As of December 31, 2023, a hypothetical ten percent change in commodity prices based on our raw material purchase commitments through December 2024 would result in a corresponding change in cost of goods sold over a one- year period of approximately $3.6 million. This sensitivity analysis does not account for the change in the competitive environment indirectly related to the change in commodity prices and the potential managerial action taken in response to these changes. Interest Rates As of December 31, 2023, we had no floating rate debt outstanding under our Revolving Facility. The only other outstanding debt on our Consolidated Balance Sheets as of December 31, 2023 were the New Senior Notes, which carry a fixed interest rate of 4.50%. Based on the current borrowings under our Revolving Facility, a hypothetical 100 basis-point change in the floating interest rate would result in no corresponding change in interest expense over a one-year period. This sensitivity analysis does not account for the change in the competitive environment indirectly related to the change in interest rates and the potential managerial action taken in response to these changes. Foreign Exchange Rates We are subject to fluctuations in the Mexican peso exchange rates that impact transactions with our foreign subsidiaries, as well as U.S. denominated transactions between these foreign subsidiaries and unrelated parties. A ten percent change in the Mexican peso exchange rates would have an immaterial impact on our results of operations. We do not hold or issue derivative financial instruments for speculative purposes. 52 ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) Consolidated Balance Sheets as of December 31, 2023 and 2022 Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 2021 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022, and 2021 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 Notes to Consolidated Financial Statements Page 54 56 57 58 59 60 61 53 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Wabash National Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Wabash National Corporation (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 22, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. Description of the Matter Valuation of Goodwill At December 31, 2023, the Company’s goodwill was $188.4 million. As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at the reporting unit level at least annually or whenever events or changes in circumstances indicate its carrying value may not be recoverable. Management first assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Auditing management’s goodwill impairment tests was complex and highly judgmental due to the significant estimation required to determine that the fair values of the reporting units were not less than their carrying values when applying a qualitative assessment. In particular, the fair value estimates were sensitive to qualitative factors, such as general economic conditions, industry and market conditions, financial performance and key business drivers, future operating plans, and potential changes to significant assumptions used in the most recent quantitative fair value analysis of each reporting unit. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment testing process, including controls over management’s review of the qualitative factors described above. 54 To test the conclusion that the fair values of the Company’s reporting units are not less than their carrying amounts, we performed audit procedures that included, among others, assessing the reasonableness of the factors considered within the analyses, testing the qualitative factors discussed above and the underlying data used by the Company in its analyses. We compared the qualitative factors used by management to current industry and economic trends, historical Company results, key business drivers, the Company’s market capitalization and other relevant factors, including evaluating whether any contrary evidence exists. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. Indianapolis, Indiana February 22, 2024 55 WABASH NATIONAL CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in thousands) Assets Current assets: Cash and cash equivalents Accounts receivable, net Inventories Prepaid expenses and other Total current assets Property, plant, and equipment, net Goodwill Intangible assets, net Investment in unconsolidated entity Other assets Total assets Current liabilities: Liabilities and Stockholders' Equity Current portion of long-term debt Accounts payable Other accrued liabilities Total current liabilities Long-term debt Deferred income taxes Other non-current liabilities Total liabilities Commitments and contingencies Noncontrolling interest Wabash National Corporation Stockholders' equity: Common stock, $0.01 par value: 200,000,000 shares authorized; 45,393,260 and 47,675,796 shares outstanding, respectively Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock, at cost: 32,128,755 and 28,972,928 common shares, respectively Total Wabash National Corporation stockholders' equity Total liabilities, noncontrolling interest, and equity December 31, 2023 2022 $ 179,271 $ 182,990 267,635 51,457 681,353 325,444 188,409 86,418 1,647 79,543 58,245 255,577 243,870 34,927 592,619 271,116 188,434 99,231 — 52,123 $ $ 1,362,814 $ 1,203,523 — $ 156,608 195,601 352,209 396,465 17,013 47,028 812,715 — 189,141 158,327 347,468 395,818 27,758 34,354 805,398 603 512 774 677,886 403,923 (428) (532,659) 549,496 766 665,941 188,241 (882) (456,453) 397,613 $ 1,362,814 $ 1,203,523 The accompanying notes are an integral part of these Consolidated Statements. 56 WABASH NATIONAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share amounts) Net sales Cost of sales Gross profit General and administrative expenses Selling expenses Amortization of intangible assets Impairment and other, net Income from operations Other income (expense): Interest expense Other, net Other expense, net Loss from unconsolidated entity Income before income tax Income tax expense Net income Net income attributable to noncontrolling interest Net income attributable to common stockholders Net income attributable to common stockholders per share: Basic Diluted Weighted average common shares outstanding (in thousands): Basic Diluted Dividends declared per share $ $ $ $ Year Ended December 31, $ 2023 2,536,500 2,038,313 $ 2022 2,502,129 2,179,438 $ 498,187 146,658 26,532 12,813 235 311,949 (19,854) 3,393 (16,461) (803) 294,685 62,830 231,855 603 231,252 4.92 4.81 47,011 48,030 $ $ $ 322,691 113,083 27,070 15,211 685 166,642 (20,525) 318 (20,207) — 146,435 33,665 112,770 512 112,258 2.31 2.25 48,626 49,881 $ $ $ 2021 1,803,268 1,606,801 196,467 88,807 23,691 22,858 27,569 33,542 (23,128) (9,124) (32,252) — 1,290 126 1,164 — 1,164 0.02 0.02 50,684 51,608 0.32 $ 0.32 $ 0.32 The accompanying notes are an integral part of these Consolidated Statements. 57 WABASH NATIONAL CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Dollars in thousands) Net income Other comprehensive (loss) income, net of tax: Foreign currency translation adjustment Unrealized loss on derivative instruments Total other comprehensive income (loss) Comprehensive income (loss) Comprehensive income attributable to noncontrolling interest Year Ended December 31, 2023 231,855 $ 2022 112,770 $ 2021 $ 1,164 975 (521) 454 198 (1,939) (1,741) 232,309 111,029 — — 193 (6,967) (6,774) (5,610) — Comprehensive income (loss) attributable to common stockholders $ 232,309 $ 111,029 $ (5,610) The accompanying notes are an integral part of these Consolidated Statements. 58 WABASH NATIONAL CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Dollars in thousands) Common Stock Shares Amount Additional Paid-In Capital Retained Earnings (Deficit) Accumulated Other Comprehensive (Loss) Income Treasury Stock Total Balances at December 31, 2020 52,536,482 $ 755 $ 644,695 $ 107,233 $ 7,633 $ (355,437) $ 404,879 Net income for the year Foreign currency translation Stock-based compensation Stock repurchase Common stock dividends Unrealized loss on derivative instruments, net of tax Common stock issued in connection with: 145,118 (3,927,900) 2 7,057 Stock option exercises 200,782 2 2,226 1,164 (16,286) 193 (6,967) (66,731) 1,164 193 7,059 (66,731) (16,286) (6,967) 2,228 Balances at December 31, 2021 48,954,482 $ 759 $ 653,978 $ 92,111 $ 859 $ (422,168) $ 325,539 Net income attributable to common stockholders for the year Foreign currency translation Stock-based compensation Stock repurchase Common stock dividends Unrealized loss on derivative instruments, net of tax Common stock issued in connection with: 298,458 (1,761,339) 5 9,741 Stock option exercises 184,195 2 2,222 112,258 (16,128) 198 (1,939) (34,285) 112,258 198 9,746 (34,285) (16,128) (1,939) 2,224 Balances at December 31, 2022 47,675,796 $ 766 $ 665,941 $ 188,241 $ (882) $ (456,453) $ 397,613 Net income attributable to common stockholders for the year Foreign currency translation Stock-based compensation Stock repurchase Common stock dividends Unrealized loss on derivative instruments, net of tax Common stock issued in connection with: 516,747 (2,810,716) 8 11,790 Stock option exercises 11,433 — 155 231,252 (15,570) 975 (521) (76,206) 231,252 975 11,798 (76,206) (15,570) (521) 155 Balances at December 31, 2023 45,393,260 $ 774 $ 677,886 $ 403,923 $ (428) $ (532,659) $ 549,496 The accompanying notes are an integral part of these Consolidated Statements. 59 WABASH NATIONAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Year Ended December 31, 2022 2021 2023 $ 231,855 $ 112,770 $ 1,164 Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation Amortization of intangibles Net loss (gain) on sale of property, plant and equipment and business divestiture Loss on debt extinguishment Deferred income taxes Stock-based compensation Non-cash interest expense Equity in loss of unconsolidated entity Impairment Accounts receivable Inventories Prepaid expenses and other Accounts payable and accrued liabilities Other, net Net cash provided by (used in) operating activities Cash flows from investing activities: Cash payments for capital expenditures Expenditures for revenue generating assets Proceeds from sale of assets and business divestiture Investment in unconsolidated entity Net cash used in investing activities Cash flows from financing activities: Proceeds from exercise of stock options Dividends paid Borrowings under revolving credit facilities Payments under revolving credit facilities Principal payments under finance lease obligations Borrowings under new senior notes Principal payments against old senior notes Principal payments under term loan credit facility Debt issuance costs paid Stock repurchases Distribution to noncontrolling interest Net cash used in financing activities Cash, cash equivalents, and restricted cash: 32,507 12,813 235 — (13,459) 11,799 946 803 — 72,587 (23,765) (10,727) 5,775 (1,763) 319,606 (98,093) (5,650) 154 (2,450) (106,039) 155 (15,861) 104,199 (104,199) — — — — (117) (76,206) (512) (92,541) 31,758 15,211 (635) — (7,614) 9,746 868 — 1,339 (79,066) (6,249) 1,069 46,085 (1,198) 124,084 (57,086) — 1,781 — (55,305) 2,224 (16,020) 97,549 (130,584) (59) — — — (1,137) (34,285) — (82,312) 25,984 22,858 (1,594) 9,504 (8,147) 7,059 1,082 — 29,163 (80,879) (74,804) 8,570 54,862 (2,292) (7,470) (49,105) — 22,029 — (27,076) 2,228 (16,435) 50,823 (17,788) (319) 400,000 (315,000) (138,835) (9,296) (66,731) — (111,353) (145,899) 217,677 71,778 22,040 (467) 3,785 Net increase (decrease) in cash, cash equivalents, and restricted cash Cash, cash equivalents, and restricted cash at beginning of period Cash, cash equivalents, and restricted cash at end of period Supplemental disclosures of cash flow information: Cash paid for interest Net cash paid (refunds received) for income taxes Period end balance of payables for property, plant, and equipment 121,026 58,245 179,271 18,938 82,589 11,662 $ $ $ $ $ $ $ $ (13,533) 71,778 58,245 20,131 18,333 18,809 $ $ $ $ The accompanying notes are an integral part of these Consolidated Statements. 60 WABASH NATIONAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. DESCRIPTION OF THE BUSINESS Wabash National Corporation (the “Company,” “Wabash,” “we,” “our,” or “us”) was founded in 1985 and incorporated as a corporation in Delaware in 1991, with its principal executive offices in Lafayette, Indiana. The Company was founded as a dry van trailer manufacturer—today, the Company enables customers to thrive by providing insight into tomorrow and delivering pragmatic solutions today to move everything from first to final mile. Wabash designs, manufactures, and services a diverse range of products, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade processing equipment. This diversification has been achieved through acquisitions, organic growth, and product innovation. 2. 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 transactions, and balances have been eliminated in consolidation. intercompany profits, Reclassifications. Certain prior period amounts have been reclassified to conform to the current year presentation. 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 Company’s 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 Company’s estimates of expected losses with respect to the collectability of the related accounts could be further adjusted. The Company’s policy is to write-off receivables when they are determined to be uncollectible. Expected losses are charged to General and administrative expenses and Selling expenses in the Consolidated Statements of Operations. The following table presents the changes in expected losses (in thousands): Balance at beginning of year Expected losses Write-offs, net of recoveries Balance at end of year Years ended December 31, 2023 2022 2021 $ $ $ 428 651 — $ 429 179 (180) 1,079 $ 428 $ 536 10 (117) 429 Inventories. Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or net realizable value. The cost of manufactured inventory includes raw material, labor and overhead. Prepaid Expenses and Other. Prepaid expenses and other as of December 31, 2023 and 2022 consists of the following (in thousands): Chassis converter pool agreements Income tax receivables Insurance premiums & maintenance/subscription agreements Commodity swap contracts All other December 31, 2023 2022 $ 27,312 $ 20,345 11,840 5,899 1,511 4,895 2,358 3,949 2,674 5,601 $ 51,457 $ 34,927 61 Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, who retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales to the manufacturer’s dealers. As further described in Note 11, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. Other items primarily consist of investments held by the Company’s captive insurance subsidiary and other various prepaid and other assets. As of December 31, 2023 and 2022, there was no restricted cash included in prepaid expenses and other current assets. Property, Plant, and Equipment. Property, plant, and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense as incurred, while expenditures that extend the useful life of an asset are capitalized. Depreciation is recorded using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives are up to 33 years for buildings and building improvements and range from three to ten years for machinery and equipment. Goodwill. Goodwill represents the excess purchase price over fair value of the net assets acquired. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. The Company reviews goodwill for impairment, at the reporting unit level, annually on October 1 and whenever events or changes in circumstances indicate its carrying value may not be recoverable. In accordance with ASC 350, Intangibles - Goodwill and Other, goodwill is reviewed for impairment utilizing either a qualitative assessment or a quantitative process. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity has an unconditional option to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test, which is the option the Company has historically chosen. For reporting units in which the Company performs the quantitative analysis, the Company compares the carrying value, including goodwill, of each reporting unit with its estimated fair value. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is greater than the fair value, the difference is recognized as an impairment loss charged to the reporting unit. After an impairment loss is recognized, the adjusted carrying amount of goodwill shall be its new accounting basis. As of December 31, 2023, goodwill allocated to the Transportation Solutions (“TS”) and Parts & Services (“P&S”) segments was approximately $120.5 million and $67.9 million, respectively. For the 2023 annual goodwill impairment test conducted as of October 1st, 2023, the Company chose to evaluate qualitative factors 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 qualitative assessment, the Company considered many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, future operating plans, and potential changes to significant assumptions used in the most recent quantitative fair value analysis for each reporting unit (which was conducted in connection with the Company’s segment realignment beginning in September 2021 as further described below). 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 and a quantitative analysis was not performed. During the fourth quarters of 2022 and 2021, the Company completed its annual goodwill impairment test using the qualitative assessment. Based on all assessments performed, the Company believed it was more likely than not that the fair value of its reporting units were greater than their carrying amount and no additional impairment of goodwill was recognized. In connection with the Company’s segment realignment beginning in September 2021 described in greater detail below, the Company performed a quantitative assessment for each reporting unit utilizing a combination of the income and market approaches, the results of which were weighted evenly. No impairment was indicated in either annual test as the fair value of each reporting unit exceeded its respective carrying value. Long-Lived Assets. Long-lived assets, consisting primarily of intangible assets and property, plant, and equipment, are reviewed for impairment whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset is expected to generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long- lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations. Fair value is determined based upon discounted cash flows or appraisals as appropriate. 62 During the first quarter of 2022, the Company impaired approximately $1.0 million of construction-in-progress projects that were no longer expected to be completed. As further described in Note 5, in connection with the Company’s rebranding initiative the Company recorded non-cash impairment charges of approximately $28.3 million during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful intangible assets of approximately $1.3 million were written-off during the second quarter of 2021 in connection with the Extract® Technology divestiture. lives of these assets. Net Other Assets. The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over three to seven years. As of December 31, 2023 and 2022, the Company had software costs, net of amortization, of $8.0 million and $3.3 million, respectively. Amortization expense for 2023, 2022, and 2021 was $1.9 million, $1.8 million, and $1.7 million, respectively. Warranties. The Company offers a limited warranty for its products with a coverage period that ranges between one and five years, except that the coverage period for DuraPlate® trailer panels is ten years. The Company passes through component manufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverage at the time of the sale. The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands): Balance as of January 1 Provision and revisions to estimates Payments Balance as of December 31 2023 2022 22,061 $ 3,716 (4,491) 21,286 $ 22,045 2,806 (2,790) 22,061 $ $ Self-Insured Liabilities. The Company is self-insured up to specified limits for medical and workers’ compensation coverage. The self-insurance reserves have been recorded to reflect the undiscounted estimated liabilities, including claims incurred but not reported, as well as catastrophic claims as appropriate. The following table presents the changes in the self-insurance accrual included in Other accrued liabilities (in thousands): Balance as of January 1 Expense Payments Balance as of December 31 2023 2022 $ $ 10,718 $ 39,890 (39,297) 11,311 $ 11,152 34,457 (34,891) 10,718 Income Taxes. The Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liability method measures the expected tax impact at current enacted rates of future taxable income or deductions resulting from differences in the tax and financial reporting basis of assets and liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses and credit carryforwards are recognized as deferred tax assets. Deferred tax assets are reduced by a valuation allowance to the extent management determines that it is more-likely-than-not the Company would not realize the value of these assets. The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position is required to meet before being recognized in the financial statements. Used Trailer Trade Commitments. The Company may accept trade-in of used trailers when a customer enters into a contract to purchase a new trailer. However, in the contracts for the sale of the new trailers, there is no commitment to repurchase that trailer or a similar trailer in the future. The Company had $0.5 million and no outstanding trade commitments as of December 31, 2023 and December 31, 2022, respectively. On occasion, the amount of the trade allowance provided for in the used trailer commitments, or cost, may exceed the net realizable value of the underlying used trailer. In these instances, the Company’s policy is to recognize the loss related to these commitments at the time the new trailer revenue is recognized. Net realizable value of used trailers is measured considering market sales data for comparable types of trailers. Concentration of Credit Risk. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents, and customer receivables. We place our cash and cash equivalents with high quality financial institutions. Generally, we do not require collateral or other security to support customer receivables. 63 Research and Development. Research and development expenses are charged to Cost of sales and General and administrative expenses in the Consolidated Statements of Operations as incurred and were $7.5 million, $5.3 million, and $13.6 million in 2023, 2022, and 2021, respectively. 3. NEW ACCOUNTING PRONOUNCEMENTS In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss to assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures, providing new disclosure requirements for entities with a single reportable segment, and requiring other new disclosures. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. Although the ASU only requires additional disclosures about the Company's operating segments, the Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements. In December 2023, the FASB issued 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 early adoption and retrospective application are permitted. Although the ASU only modifies the Company's required income tax disclosures, the Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements. 4. 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. For performance obligations satisfied over time, which includes service work whereby the customer simultaneously receives and consumes the benefits provided, and also included certain equipment-related sales within our Parts & Services reportable segment prior to the sale of our Extract Technology® business during the second quarter of 2021 that had no alternative use and contained an enforceable right to payment, the Company recognizes revenue on the basis of the Company’s efforts or inputs to the satisfaction of these performance obligations, measured by actual total cost incurred to the total estimated costs for each project. Total revenue recognized over time was not material to the consolidated financial statements for all periods presented. 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 have customers who pay for the product prior to the transfer of control, which is recorded as customer deposits in Other accrued liabilities as shown in Note 9. Customer deposits are recognized as revenue when the Company performs its obligations under the contract and transfers control of the product. 64 5. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and Related Annual Impairment Assessments As of December 31, 2023, goodwill allocated to the Transportation Solutions (“TS”) and Parts & Services (“P&S”) segments was approximately $120.5 million and $67.9 million, respectively. For the 2023 annual goodwill impairment test conducted as of October 1st, 2023, the Company chose to evaluate qualitative factors 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 qualitative assessment, the Company considered many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, future operating plans, and potential changes to significant assumptions used in the most recent quantitative fair value analysis for each reporting unit (which was conducted in connection with the Company’s segment realignment beginning in September 2021 as further described below). 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 and a quantitative analysis was not performed. During the fourth quarters of 2022 and 2021, the Company completed its annual goodwill impairment test using the qualitative assessment. Based on all assessments performed, the Company believed it was more likely than not that the fair value of its reporting units were greater than their carrying amount and no additional impairment of goodwill was recognized. In connection with the Company’s segment realignment beginning in September 2021 described in greater detail below, the Company performed a quantitative assessment for each reporting unit utilizing a combination of the income and market approaches, the results of which were weighted evenly. No impairment was indicated in either annual test as the fair value of each reporting unit exceeded its respective carrying value. 2021 Segment Realignment As further described in Note 20, beginning in September 2021 the Company realigned its operating and reportable segments. Based on these changes, the Company established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable segments were also determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. In accordance with the relevant accounting guidance, the Company performed a quantitative impairment assessment of goodwill immediately prior to and subsequently following the change in segments and reporting units. The quantitative analyses did not result in any impairment charges as the fair value of each reporting unit exceeded the carrying value. In addition, as part of the change in segment structure, the Company reassigned goodwill from the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) reporting units to the TS and P&S reporting units using a relative fair value allocation approach as required by the relevant accounting guidance. 2021 Goodwill Allocation for Extract Technology® As further described in Note 21, during the second quarter of 2021, the Company sold its Extract Technology® (“Extract”) business that manufactured stainless steel isolators and downflow booths, as well as custom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical, biotech, and nuclear end markets. Prior to the divestiture, Extract was an operating unit within the historical DPG reporting unit. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting net gain recognized in connection with the sale. Prior to and subsequent to the divestiture, the Company performed an impairment assessment for the historical DPG reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value. 65 For the years ended December 31, 2023, 2022, and 2021, the changes in the carrying amounts of goodwill were as follows (in thousands): Balance at December 31, 2021 Goodwill Accumulated impairment losses Net balance at December 31, 2021 Effects of foreign currency Balance at December 31, 2022 Goodwill Accumulated impairment losses Net balance as of December 31, 2022 Effects of foreign currency Balance as of December 31, 2023 Goodwill Accumulated impairment losses Transportation Solutions Parts & Services Total $ 188,764 $ 108,079 $ 296,843 (68,257) 120,507 (5) 188,759 (68,257) 120,502 (16) 188,743 (68,257) (40,143) 67,936 (4) 108,075 (40,143) 67,932 (9) 108,066 (40,143) (108,400) 188,443 (9) 296,834 (108,400) 188,434 (25) 296,809 (108,400) Net balance as of December 31, 2023 $ 120,486 $ 67,923 $ 188,409 Intangible Assets Intangible asset amortization expense was $12.8 million, $15.2 million, and $22.9 million for 2023, 2022, and 2021, respectively. Annual intangible asset amortization expense for the next 5 fiscal years is estimated to be $12.2 million in 2024; $11.2 million in 2025; $10.7 million in 2026; $10.2 million in 2027; and $9.7 million in 2028. As further described throughout our Annual Report on Form 10-K for the year ended December 31, 2021, on January 10, 2022, the Company completed its review and approval of its plan for rebranding as Wabash®. As part of the planning process, the Company assessed its usage of trade names and brand names in connection with the long-term growth strategy as One Wabash. Under the plan as approved, the Company no longer uses certain trade names or brand names, and predominantly uses Wabash (or variations thereof) to refer to the Company. The decision resulted in non-cash impairment charges of approximately $28.3 million (of which approximately $25.6 million related to the TS operating segment and $2.7 million to the P&S operating segment) during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets. The impairment charges are included in Impairment and other, net in the Consolidated Statements of Operations. Net intangible assets of approximately $1.3 million were written-off during the second quarter of 2021 in connection with the Extract® divestiture. As of December 31, 2023, the balances of intangible assets, other than goodwill, were as follows (in thousands): Customer relationships Technology Total Weighted Average Amortization Period 13 years 12 years Gross Intangible Assets Accumulated Amortization Net Intangible Assets $ $ 270,016 11,708 281,724 $ $ (183,923) $ (11,383) (195,306) $ 86,093 325 86,418 As of December 31, 2022, the balances of intangible assets, other than goodwill, were as follows (in thousands): Customer relationships Technology Total Gross Intangible Assets Accumulated Amortization Net Intangible Assets 270,016 11,708 (172,086) (10,407) $ 281,724 $ (182,493) $ 97,930 1,301 99,231 Weighted Average Amortization Period 13 years 12 years 66 6. NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (“VIEs”) VIEs & Consolidation The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either the variable interest model (the “VIE model”) or the voting interest model (the “VOE model”). VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (ii) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE through its interest in the VIE. To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, the Company considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE (typically management and representation on the board of directors as well as control of the overall strategic direction of the entity) and have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE. To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests, which primarily include the obligation to absorb losses or fund expenditures or losses (if needed), that are deemed to be variable interests in the VIE. This assessment requires the Company to apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing the significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by the Company. At the VIE’s inception, the Company determines whether it is the primary beneficiary and if the VIE should be consolidated based on the facts and circumstances. The Company then performs on-going reassessments of the VIE based on reconsideration events and reevaluates whether a change to the consolidation conclusion is required each reporting period. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with the applicable GAAP. Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, the Company consolidates the entity if it determines that it, directly or indirectly, has greater than 50% of the voting shares and that other equity holders do not have substantive voting, participating or liquidation rights. The Company has no entities consolidated under the VOE model. At each reporting period, the Company reassesses whether it remains the primary beneficiary for VIEs consolidated under the VIE model. If the Company concludes it is not the primary beneficiary of a VIE, the Company evaluates whether it has the ability to exercise significant influence over operating and financial policies of the entity requiring the equity method of accounting. The Company’s judgment regarding the level of influence over an equity method investment includes, but is not limited to, considering key factors such as the Company’s ownership interest (generally represented by ownership of at least 20 percent but not more than 50 percent), representation on the board of directors, participation in policy making decisions, technological dependency, and material intercompany transactions. Generally, under the equity method, investments are recorded at cost and subsequently adjusted by the Company’s share of equity in income or losses after the date of the initial investment. Equity in income or losses is recorded according to the Company’s level of ownership; if losses accumulate, the Company records its share of losses until the investment has been fully depleted. If the Company’s investment has been fully depleted, the Company recognizes additional losses only when it is committed to provide further financial support. Dividends received from equity method investees reduce the amount of the Company’s investment when received and do not impact the Company’s earnings. The Company evaluates its equity method investments for an other-than-temporary impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. 67 Linq Venture Holdings LLC During the fourth quarter of 2023, the Company continued to unify and expand its parts and services capabilities and ecosystem by executing an agreement with a partner to create a new legal entity (Linq Venture Holdings LLC, “Linq”) to develop and scale a digital marketplace in and for the transportation and logistics distribution industry. Linq is intended to be the digital channel to market Wabash equipment and parts & services, as well as non-Wabash parts & services, in a digital marketplace format to end-customers as well as dealers. The Company holds 49% ownership of the membership units in Linq while its partner holds 51%. Initial capital contributions to Linq were in proportion to the respective ownership interests. The Company’s initial capital contribution was approximately $2.5 million while its partner’s contribution was approximately $2.6 million. At its formation, Linq has no debt or other financial obligations other than typical operating expenses and costs. Creditors of Linq do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the respective ownership interests. The operating agreement provides the Company’s partner with put rights that would require the Company to purchase its partner’s interest in Linq. In addition, the operating agreement provides the Company with call rights that would allow it to purchase its partner’s interest in Linq. These put and call rights vary depending upon when they may be exercised, which is generally from formation of Linq up to and including the seven-year anniversary of formation. Upon receiving notice that the Company’s partner has exercised the put right or the Company has exercised the call right, a valuation will occur as stipulated within the operating agreement. Generally, the valuation stipulated within the operating agreement is materially equivalent to a fair value calculation. Such put and call rights have not been exercised by the Company’s partner or the Company as of the current period end date. Because Linq does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the Company concluded that Linq is a VIE. The Company has the ability to significantly influence the activities of Linq through minority representation on the Board of Directors as well as through participation in certain management and strategic decisions of Linq. The Company’s partner is responsible for the overall development and management of the digital marketplace, the primary purpose for which Linq was formed. Both the Company and its partner have a requirement to provide funding to Linq if needed. As part of the formation of Linq, the Company executed a credit agreement with Linq whereby a $10.0 million revolving line of credit (the “Wabash Note”) with a 7% simple accrued interest rate, paid quarterly, is available to Linq. The commitment under the Wabash Note may be increased to $35.0 million subject to the approval of the Board of Directors as stipulated in the operating agreement. As of and through December 31, 2023, there were no amounts borrowed under the Wabash Note and the Company did not provide financial or other support to Linq that it was not contractually obligated to provide. Given the facts and circumstances specific to Linq, the Company concluded that it is not the primary beneficiary of this VIE. However, the Company has the ability to exercise significant influence over the operating and financial policies of Linq. The Company’s maximum exposure to loss in this unconsolidated VIE is limited to the Company’s initial capital contribution and any amounts borrowed under the Wabash Note. The partner’s put right does not have a standalone value as it based upon a fair value calculation when exercised, as stipulated in the operating agreement. The Company’s equity method investment in Linq is recorded in Investment in unconsolidated entity on its Consolidated Balance Sheets. Any amounts borrowed under the Wabash Note are recorded in Other assets on the Company’s Consolidated Balance Sheets. Linq is considered operationally integral. The Company’s share of the results from its equity method investment is included in Loss from unconsolidated entity in the Consolidated Statements of Operations. Amounts recorded related to Linq are as follows (in thousands): Initial investment in unconsolidated entity Loss from unconsolidated entity for the year ended Investment in unconsolidated entity December 31, 2023 December 31, 2022 $ $ 2,450 $ (803) 1,647 $ — — — 68 Wabash Parts LLC During the second quarter of 2022, the Company unified and expanded its parts and distribution capabilities by executing an agreement with a partner to create a new legal entity (Wabash Parts LLC, “WP”) to operate a parts and services distribution platform. The Company holds 50% ownership in WP while its partner holds the remaining 50%. Initial capital contributions were insignificant. WP has no debt or other financial obligations other than typical operating expenses and costs. Creditors of WP do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the respective ownership interests. The operating agreement provides the Company’s partner with a put right that would require the Company to purchase its partner’s interest in WP. Upon receiving notice that the Company’s partner has exercised the put right, a valuation will occur as stipulated within the operating agreement. Such put right has not been exercised by the Company’s partner and is therefore not mandatorily redeemable as of the current period end date, however the existence of the put right that is beyond the Company’s control requires the noncontrolling interest to be presented in the temporary equity section of the Company’s Consolidated Balance Sheets. Because the entity does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the Company concluded that WP is a VIE. The Company has the power to direct the activities of WP through majority representation on the Board of Directors as well as control related to the management and overall strategic direction of the entity. In addition, the Company has the obligation to absorb the benefits and losses of WP that could potentially be significant to the entity. The Company also has a requirement to provide funding to the entity if needed. Given the facts and circumstances specific to WP, the Company concluded that it is the primary beneficiary and, as such, is required to consolidate the entity. WP’s results of operations are included in the Parts & Services operating and reportable segment. Through December 31, 2023, the Company did not provide financial or other support to this VIE that it was not contractually obligated to provide. As of December 31, 2023, the Company does not have any obligations to provide financial support to WP. The following table presents the assets and liabilities of the WP VIE consolidated on the Company’s Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022 (in thousands): December 31, 2023 December 31, 2022 $ $ $ $ 3,020 $ 1,540 85 68 4,713 — 543 5,256 $ 4,024 $ 26 4,050 — 4,050 $ 1,379 1,509 138 16 3,042 — 141 3,183 2,136 23 2,159 — 2,159 Assets Liabilities Current assets: Cash and cash equivalents Accounts receivable, net Inventories, net Prepaid expenses and other Total current assets Property, plant, and equipment, net Other assets Total assets Current liabilities: Accounts payable Other accrued liabilities Total current liabilities Other non-current liabilities Total liabilities 69 The following table is a rollforward of activities in the Company’s noncontrolling interest (in thousands): Balance at January 1 Net income attributable to noncontrolling interest Other comprehensive income (loss) Distributions declared to noncontrolling interest Balance at December 31 2023 2022 2021 $ $ $ 512 603 — (512) 603 $ — $ 512 — — 512 $ — — — — — 7. INVENTORIES Inventories, net of reserves, consist of the following (in thousands): December 31, 2023 2022 Raw materials and components $ 156,314 $ Finished goods Work in progress Used trailers Aftermarket parts 86,586 14,102 3,370 7,263 176,080 50,005 9,983 737 7,065 $ 267,635 $ 243,870 8. PROPERTY, PLANT, AND EQUIPMENT Depreciation expense on property, plant, and equipment, which is recorded in Cost of sales and General and administrative expenses in the Consolidated Statements of Operations, as appropriate, was $32.5 million, $31.8 million, and $24.3 million in 2023, 2022, and 2021, respectively, and includes depreciation of assets recorded in connection with the Company’s finance lease agreement (which ended during the first quarter of 2022, at which point the property, plant, and equipment assets were legally owned by the Company). See Note 21 for information related to property, plant, and equipment sales and impairment charges. Property, plant, and equipment, net consist of the following (in thousands): Land Buildings and building improvements Machinery and equipment Construction in progress Less: accumulated depreciation $ December 31, 2023 2022 $ 42,494 159,046 416,477 52,417 670,434 42,342 149,052 311,736 94,018 597,148 (344,990) (326,032) $ 325,444 $ 271,116 70 9. OTHER ACCRUED LIABILITIES The following table presents the major components of Other accrued liabilities (in thousands): Customer deposits Chassis converter pool agreements Warranty Payroll and related taxes Self-insurance Accrued interest Operating lease obligations Accrued taxes All other 10. LONG-TERM DEBT Long-term debt consists of the following (in thousands): Senior Notes due 2028 Revolving Credit Agreement Less: unamortized discount and fees Less: current portion Senior Notes due 2028 December 31, 2023 2022 $ 45,586 $ 27,312 21,286 40,265 11,311 3,817 9,049 24,662 12,313 32,129 20,345 22,061 29,219 10,718 3,854 6,120 24,793 9,088 $ 195,601 $ 158,327 December 31, 2023 December 31, 2022 $ 400,000 $ 400,000 — 400,000 (3,535) — — 400,000 (4,182) — $ 396,465 $ 395,818 On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes due 2028 (the “New Senior Notes”). The New 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 Wells Fargo Bank, National Association, as trustee (the “Indenture”). The New 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 New Senior Notes will mature on October 15, 2028. At any time prior to October 15, 2024, the Company may redeem some or all of the New Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the New Senior Notes being redeemed plus an applicable make-whole premium set forth in the Indenture and accrued and unpaid interest to, but not including, the redemption date. Prior to October 15, 2024, the Company may redeem up to 40% of the New Senior Notes at a redemption price of 104.500% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the proceeds of certain equity offerings so long as if, after any such redemption occurs, at least 60% of the aggregate principal amount of the New Senior Notes remain outstanding. On and after October 15, 2024, the Company may redeem some or all of the New Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.250% for the twelve-month period beginning on October 15, 2024, 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 New Senior Notes, the holders of the New Senior Notes will have the right to require the Company to repurchase all or a portion of the New Senior Notes at a price equal to 101% of the aggregate principal amount of the New Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase. 71 The New Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The New Senior Notes and related guarantees are the Company’s and the Guarantors’ general unsecured senior obligations and will be subordinated to all of the Company and the Guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the New Senior Notes are structurally subordinated to any existing and future debt of any of the Company’s subsidiaries that are not Guarantors, to the extent of the assets of those subsidiaries. Subject to a number of exceptions and qualifications, the Indenture restricts the Company’s ability and the ability of certain of its subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, its capital stock or with respect to any other interest or participation in, or measured by, its profits; (iii) make loans and certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications. During any time when the New Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and the Company and its subsidiaries will cease to be subject to such covenants during such period. The Indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the New Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs. As of December 31, 2023, the Company was in compliance with all covenants. The sale of the New Senior Notes resulted in net proceeds of approximately $395 million, after deducting financing fees and other offering expenses. The Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to fund the redemption in full of the Senior Notes due 2025, to repay in full the $108.8 million of outstanding borrowings under the term loan credit agreement entered into on September 28, 2020 (the “New Term Loan Credit Agreement”) among the Company, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as the administrative agent, and to pay all related fees and expenses. (The New Term Loan Credit Agreement refinanced and replaced that certain Term Loan Credit Agreement, dated as of May 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Old Term Loan Credit Agreement”), among the Company, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as the administrative agent.) Debt extinguishment charges totaling $9.1 million were recorded during the fourth quarter of 2021 in connection with the redemption in full of the Senior Notes due 2025 and the repayment in full of the outstanding borrowings under the New Term Loan Credit Agreement. The loss on debt extinguishment charges is included in Other, net on the Company’s Consolidated Statements of Operations. Contractual coupon interest expense and accretion of fees for the New Senior Notes for the years ended December 31, 2023, 2022 and 2021 were $18.0 million and $0.6 million, $18.0 million and $0.6 million, and $4.3 million and $0.1 million, respectively. Contractual coupon interest expense and accretion of discount and fees for the Senior Notes due 2025, which were redeemed in full during the fourth quarter of 2021 as described above, for the year ended December 31, 2021, was $13.3 million and $0.5 million, respectively. Contractual coupon interest expense and accretion of discount and fees are included in Interest expense on the Company’s Consolidated Statements of Operations. Revolving Credit Agreement On September 23, 2022, the Company entered into the Third Amendment to the Second Amended and Restated Credit Agreement among the Company, certain of its subsidiaries as borrowers (together with the Company, the “Borrowers”), certain of its subsidiaries as guarantors, the lenders party thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent (the “Agent”), which amended the Company’s existing Second Amended and Restated Credit Agreement, dated as of December 21, 2018 (as amended from time to time, the “Revolving Credit Agreement”). Under the Revolving Credit Agreement, the lenders agree to make available a $350 million revolving credit facility to the Borrowers with a scheduled maturity date of September 23, 2027. The Company has the option to increase the total commitments under the facility by up to an additional $175 million, subject to certain conditions, including obtaining agreements from one or more lenders, whether or not party to the Revolving Credit Agreement, to provide such additional commitments. Availability under the Revolving Credit Agreement is based upon quarterly (or more frequent under certain circumstances) borrowing base certifications of the Borrowers’ eligible inventory, eligible leasing inventory and eligible accounts receivable, and is reduced by certain reserves in effect from time to time. 72 Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in the amount of $25 million, and allows for swingline loans in the amount of $35 million. Outstanding borrowings under the Revolving Credit Agreement bear interest at an annual rate, at the Borrowers’ election, equal to (i) adjusted term Secured Overnight Financing Rate plus a margin ranging from 1.25% to 1.75% or (ii) a base rate plus a margin ranging from 0.25% to 0.75%, in each case depending upon the monthly average excess availability under the Revolving Credit Agreement. The Borrowers are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses of the Agent and the lenders. The Revolving Credit Agreement is guaranteed by certain subsidiaries of the Company (the “Guarantors”) and is secured by substantially all personal property of the Borrowers and the Guarantors. The Revolving Credit Agreement contains customary covenants limiting the ability of the Company and certain of its subsidiaries to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. In addition, the Company will be required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the Revolving Credit Agreement is less than the greater of (a) 10% of the lesser of (i) the total revolving commitments and (ii) the borrowing base (such lesser amount, the “Line Cap”) and (b) $25 million. As of December 31, 2023, the Company was in compliance with all covenants. If availability under the Revolving Credit Agreement is less than the greater of (i) 10% of the Line Cap and (ii) $25 million for three consecutive business days, or if there exists an event of default, amounts in any of the Borrowers’ and the Guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and applied to reduce the outstanding amounts under the facility. The Revolving Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the lenders may, among other things, require the immediate payment of all amounts outstanding and foreclose on collateral. In addition, in the case of an event of default arising from certain events of bankruptcy or insolvency, the lenders’ obligations under the Revolving Credit Agreement would automatically terminate, and all amounts outstanding under the Revolving Credit Agreement would automatically become due and payable. The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Agreement, amounted to $516.1 million as of December 31, 2023 and $401.2 million as of December 31, 2022. During the year ended December 31, 2023, the Company had payments of principal of $104.2 million and borrowings of principal of $104.2 million under the Revolving Credit Agreement, and as of December 31, 2023, there were no amounts outstanding. During the year ended December 31, 2022, the Company had net payments of principal of $130.6 million and net borrowings of principal of $97.6 million under the Revolving Credit Agreement, and as of December 31, 2022, there were no amounts outstanding. Interest expense under the Revolving Credit Agreement for the years ended December 31, 2023, 2022, and 2021, was approximately $0.9 million, $1.7 million, and $0.6 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expense on the Company’s Consolidated Statements of Operations. New and Old Term Loan Credit Agreements As described above, in October 2021, the Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement. In addition to the full repayment during the fourth quarter, during the second quarter of 2021, the Company made principal payments totaling $30.0 million and recognized loss on debt extinguishment charges of approximately $0.5 million. The extinguishment charges are included in Other, net in the Consolidated Statements of Operations. For the year ended December 31, 2021, under the New Term Loan Credit Agreement the Company paid interest of $3.9 million. For the year ended December 31, 2021, the Company incurred charges of $0.2 million for amortization of fees and original issuance discount, which are included in Interest expense in the Consolidated Statements of Operations. 11. FINANCIAL DERIVATIVE INSTRUMENTS Commodity Pricing Risk As of December 31, 2023, the Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $35.7 million. The Company uses commodity swap contracts to mitigate the risks associated with fluctuations in commodity prices impacting its cash flows related to inventory purchases from suppliers. The Company does not hedge all commodity price risk. 73 At inception, the Company designated the commodity swap contracts as cash flow hedges. The contracts mature at specified monthly settlement dates and will be recognized into earnings through November 2024. The effective portion of the hedging transaction is recognized in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and transferred to earnings when the forecasted hedged transaction takes place or when the forecasted hedged transaction is no longer probable to occur. Financial Statement Presentation As of December 31, 2023 and 2022, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands): Derivatives designated as hedging instruments Commodity swap contracts Commodity swap contracts Total derivatives designated as hedging instruments Balance Sheet Caption Asset / (Liability) Derivatives December 31, 2023 December 31, 2022 Prepaid expenses and other Accounts payable and Other accrued liabilities $ $ 1,511 $ (1,045) 2,674 (1,653) 466 $ 1,021 The following table summarizes the gain or loss recognized in AOCI as of December 31, 2023 and 2022 and the amounts reclassified from AOCI into earnings for the years ended December 31, 2023, 2022, and 2021 (in thousands): Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion, net of tax) December 31, 2023 December 31, 2022 Location of Gain (Loss) Reclassified from AOCI into Earnings (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Earnings Year Ended December 31, 2023 2022 2021 Derivatives instruments Commodity swap contracts $ 388 $ 909 Cost of sales $ (3,359) $ 4,887 $ 54,937 Over the next 12 months, the Company expects to reclassify approximately $0.5 million of pretax deferred gains related to the commodity swap contracts from AOCI to cost of sales as inventory purchases are settled. 12. 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 Company’s 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, 2023 and December 31, 2022 were approximately $13.4 million and $16.6 million, respectively. As of December 31, 2023, obligations related to leases that the Company has executed but have not yet commenced were insignificant. During the year ended December 31, 2022, the Company entered into sale-leaseback-sublease transactions. Such contracts were entered into in contemplation of each other and are thus recorded on a net basis. The net revenue from these contracts was insignificant for the year ended December 31, 2023. In addition, certain of the transactions occurred with a related party—such transactions were at market value and arm’s length. 74 Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands): Right-of-Use Assets Operating Finance Total leased ROU assets Liabilities Current Operating Finance Noncurrent Operating Finance Total lease liabilities Classification December 31, 2023 December 31, 2022 Other assets Property, plant and equipment, net Other accrued liabilities Current portion of finance lease obligations Non-current liabilities Finance lease obligations $ $ $ $ 32,219 — 32,219 $ $ 9,049 $ — 23,170 — 32,219 $ 23,003 — 23,003 6,120 — 16,883 — 23,003 Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands): Operating lease cost Finance lease cost Amortization of ROU leased assets Interest on lease liabilities Net lease cost Classification Cost of sales, selling expenses, and general and administrative expense Depreciation and amortization within Cost of sales Interest expense $ $ — — 8,869 $ Twelve Months Ended December 31, 2023 Twelve Months Ended December 31, 2022 8,869 $ 5,785 Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands): 2024 2025 2026 2027 2028 Thereafter Total lease payments Less: interest Present value of lease payments Operating Leases Finance Leases Total 10,418 $ — $ 9,364 8,310 4,349 1,920 1,066 35,427 3,208 32,219 $ $ — — — — — — $ — — $ $ $ 75 36 1 5,822 10,418 9,364 8,310 4,349 1,920 1,066 35,427 As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Remaining lease term and discount rates are as follows: December 31, 2023 December 31, 2022 Weighted average remaining lease term (years) Operating leases Finance leases Weighted average discount rate Operating leases Finance leases 3.8 0.0 4.94 % — % 4.3 0.0 4.92 % — % Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands): Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases Operating cash flows from finance leases Financing cash flows from finance leases Lessor and Sublessor Activities Twelve Months Ended December 31, 2023 Twelve Months Ended December 31, 2022 $ $ $ 8,866 $ — $ — $ 5,844 1 59 The Company leases dry van trailers to customers under full-service lease agreements and operating lease agreements. At the inception of a contract, in accordance with the applicable accounting guidance (ASC 842, Leases) the Company considers whether the arrangement contains a lease and, as applicable, performs the required lease classification tests. The Company, as a lessor, has no sales-type or direct financing lease arrangements as of December 31, 2023. The Company’s full-service lease agreements are an integrated service that include lease component amounts related to the use of the trailer, as well as non-lease components for preventative maintenance, certain repairs as defined in the related agreement, and ad valorem taxes. In accordance with the applicable accounting guidance (ASC 842, Leases), the Company has elected to combine lease and non-lease components when reporting revenue for the full-service underlying class of leased assets. Initial lease terms are generally three to five years. Certain of the Company’s leases provide customers with renewal options that provide the ability to extend the lease term for a period of generally one to five years. In addition, some leases include options for the customer to purchase the trailers at fair market value, as determined by the Company at or near the end of the lease. The Company’s lease agreements generally do not have residual value guarantees nor permit customers to terminate the lease agreements prior to natural expiration. As stipulated in the lease agreements, the Company may receive reimbursements from customers for certain damage or required repairs to the trailers. We expect to derive an immaterial amount from the underlying assets following the end of the respective lease terms. During the year ended December 31, 2022, the Company entered into sale-leaseback-sublease transactions. Such contracts were entered into in contemplation of each other and are thus recorded on a net basis. The net revenue from these contracts was insignificant for all periods presented but such revenue is included in the tables below. Certain of the Company’s leases and subleases are with a related party—such transactions were at market value and entered into at arm’s length. 76 Lease income is included in Net sales on the Company’s Consolidated Statements of Operations and is recorded in the P&S operating segment. For the twelve months ended December 31, 2023 and 2022, the Company’s lease income consisted of the following components (in thousands): Operating lease income Fixed lease income Variable lease income Total lease income1 ————————— Twelve Months Ended December 31, 2023 Twelve Months Ended December 31, 2022 $ $ 874 — 874 $ $ 125 — 125 (1) As noted above, net revenue related to subleases was insignificant for all periods presented but such revenue is included in the tables above. The following table shows the Company’s future contractual receipts from noncancelable operating leases for the years ended December 31 as of December 31, 2023 (in thousands): 2024 2025 2026 2027 2028 Thereafter Total contractual receipts ————————— Operating Leases1 $ $ 2,076 2,064 2,064 1,950 1,209 — 9,363 (1) The future contractual receipts due under the Company’s full-service operating leases include amounts related to preventative maintenance, certain repairs as defined in the related agreements, and ad valorem taxes. Net revenue related to the Company’s subleases are also included in the table above. The leased trailers are recorded on the Company’s Consolidated Balance Sheets within Other assets at cost, net of accumulated depreciation. Depreciation is recorded using the straightline method over the estimated useful lives of the trailers, which is generally 12 years. Revenue earning equipment, net consists of the following (in thousands): Revenue generating assets Less: accumulated depreciation Revenue generating assets, net 13. FAIR VALUE MEASUREMENTS December 31, 2023 December 31, 2022 $ $ 5,650 (186) 5,464 $ $ — — — The Company’s 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 Company’s 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. 77 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 purchase a separate portfolio of investments through the plan administrator similar to those chosen by the participant. The investments purchased by the Company include mutual funds, which are classified as Level 1, and life-insurance contracts valued based on the performance of underlying mutual funds, which are classified as Level 2. 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. The fair value of the Company’s derivatives is estimated with a market approach using third-party pricing services, which have been corroborated with data from active markets or broker quotes. Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022 are shown below (in thousands): December 31, 2023 Commodity swap contracts Mutual funds Life-insurance contracts December 31, 2022 Commodity swap contracts Mutual funds Life-insurance contracts Estimated Fair Value of Debt Frequency Recurring Recurring Recurring Recurring Recurring Recurring $ $ $ $ $ $ Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Asset / (Liability) 466 11,735 18,510 1,021 6,579 15,509 $ $ $ $ $ $ — $ 11,735 $ 466 $ — $ — $ 18,510 — $ 6,579 $ 1,021 — $ — $ 15,509 $ $ $ — — — — — — The estimated fair value of debt at December 31, 2023 consists of the Senior Notes due 2028 (see Note 10). The interest rates on the Company’s borrowings under the Revolving Credit Agreement are adjusted regularly to reflect current market rates and thus carrying value approximates fair value for any borrowings. The fair value of the Senior Notes due 2028 as of December 31, 2023 and 2022 are based upon third party pricing sources, which generally do not represent daily market activity or represent data obtained from an exchange, and are classified as Level 2. The Company’s carrying and estimated fair value of debt at December 31, 2023 and December 31, 2022 were as follows (in thousands): Instrument Senior Notes due 2028 Revolving Credit Agreement December 31, 2023 Fair Value December 31, 2022 Fair Value Carrying Value Level 1 Level 2 Level 3 Carrying Value Level 1 Level 2 Level 3 $ 396,465 $ — $361,774 $ — $ 395,818 $ — $337,237 $ — — — — — — — $ 396,465 $ — $361,774 $ — $ 395,818 $ — $337,237 $ — — — The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements as long-term debt is presented at carrying value, net of any unamortized premium or discount and unamortized deferred financing costs in the consolidated financial statements. 78 14. COMMITMENTS AND CONTINGENCIES a. Litigation As of December 31, 2023, 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 for those matters deemed both probable and reasonably estimated. On the basis of information currently available to it, 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. 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 As of December 31, 2023, the Company was named as a defendant in California state court in two purported class action lawsuits, alleging wage and hour claims under California-specific employment laws (collectively, the “Matters”). The defense of both lawsuits is being handled in conjunction with one another. During the three months ended March 31, 2023, in accordance with ASC 450, the Company concluded a liability related to the Matters was probable and estimable. As such, an estimated liability of $3.0 million is included in General & administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2023. During the second quarter of 2023, the Company reached an agreement to resolve the Matters via settlement for an amount materially consistent with the estimated liability. The settlement proceeds will be paid in the first quarter of 2024. Environmental Disputes In August 2014, the Company received notice as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control (the “DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and corresponding South Carolina statutes. PRPs include parties identified through manifest records as having contributed to deliveries of hazardous substances to the Philip Services Site between 1979 and 1999. The DHEC’s allegation that the Company was a PRP arises out of four manifest entries in 1989 under the name of a company unaffiliated with Wabash National Corporation (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in August 2014 that it was offering the Company the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the DHEC. The Company has accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to the Company’s financial condition and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by the Company thereunder is not expected to have a material adverse effect on the Company’s financial condition or results of operations. On November 13, 2019, the Company received a notice that it was considered one of several PRPs by the Indiana Department of Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at a property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). The Company has never owned or operated the Site, but the Site is near certain of the Company’s owned properties. In 2020, the Company agreed to implement a limited work plan to further investigate the source of the contamination at the Site and worked with IDEM and other PRPs to finalize the terms of the work plan. The Company submitted its initial site investigation report to IDEM during the third quarter of 2020, indicating that the data collected by the Company’s consultant confirmed that the Company’s properties are not the source of contamination at the Site. In December 2021, after completing further groundwater sampling work, the Company submitted to IDEM a supplemental written report, which again stated that the Company is not a responsible party and the Company’s properties are not a source of any contamination. In June 2022, the Company and other PRPs finalized Work Plan Addendum No. 3, which provided for additional groundwater sampling on another PRP property. The Company completed all additional sampling between the second quarter and fourth quarter of 2023, and all available information establishes there is no source of any contamination on the Company’s owned properties. As of December 31, 2023, based on the information available, the Company does not expect this matter to have a material adverse effect on its financial condition or results of operations. b. Environmental Litigation Commitments and Contingencies The Company generates and handles certain material, wastes and emissions in the normal course of operations that are subject to various and evolving federal, state and local environmental laws and regulations. 79 The Company assesses its environmental liabilities on an on-going basis by evaluating currently available facts, existing technology, presently enacted laws and regulations as well as experience in past treatment and remediation efforts. Based on these evaluations, the Company estimates a lower and upper range for treatment and remediation efforts and recognizes a liability for such probable costs based on the information available at the time. As of December 31, 2023, the Company had reserved an insignificant amount for estimated remediation costs for activities at existing and former properties which are recorded within Other accrued liabilities on the Consolidated Balance Sheets. c. Letters of Credit As of December 31, 2023, the Company had standby letters of credit totaling $6.0 million issued in connection with workers compensation claims and surety bonds. d. Purchase Commitments The Company has $35.7 million in purchase commitments at December 2023 for various raw material commodities, including aluminum, steel, nickel, and polyethylene, as well as other raw material components which are within normal production requirements. e. Chassis Converter Pool Agreements The Company obtains vehicle chassis for its specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and in some cases, for unallocated orders. The agreements generally state that the manufacturer will provide a supply of chassis to be maintained at the Company’s facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of the agreement. In addition, the manufacturer typically retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to the Company nor permit the Company to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although the Company is party to related finance agreements with manufacturers, the Company has not historically settled, nor expects to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of December 31, 2023, the Company’s outstanding chassis converter pool with the manufacturer totaled $27.3 million and has included this financing agreement on the Company’s Consolidated Balance Sheets within Prepaid expenses and other and Other accrued liabilities. All other chassis programs are handled as consigned inventory belonging to the manufacturer and totaled approximately $0.9 million. Under these agreements, if the chassis is not delivered to a customer within a specified time frame, the Company is required to pay a finance or storage charge on the chassis. Additionally, the Company receives finance support funds from manufacturers when the chassis are assigned into the Company’s chassis pool. Typically, chassis are converted and delivered to customers within 90 days of the receipt of the chassis by the Company. 80 15. NET INCOME PER SHARE OF COMMON STOCK Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined based on the weighted average number of common shares outstanding during the period combined with the incremental average common shares that would have been outstanding assuming the conversion of all potentially dilutive common shares into common shares as of the earliest date possible. The calculation of basic and diluted net income attributable to common stockholders per share is determined using net income applicable to common stockholders as the numerator and the number of shares included in the denominator as shown below (in thousands, except per share amounts). Basic net income attributable to common stockholders per share: Net income attributable to common stockholders Weighted average common shares outstanding Basic net income attributable to common stockholders per share Diluted net income attributable to common stockholders per share: Net income attributable to common stockholders $ $ $ Year Ended December 31, 2023 2022 2021 231,252 47,011 4.92 $ $ 112,258 48,626 2.31 $ $ 1,164 50,684 0.02 231,252 $ 112,258 $ 1,164 Weighted average common shares outstanding Dilutive stock options and restricted stock Diluted weighted average common shares outstanding 47,011 1,019 48,030 48,626 1,255 49,881 Diluted net income attributable to common stockholders per share $ 4.81 $ 2.25 $ 50,684 924 51,608 0.02 For the years ended December 31, 2023, 2022, and 2021, there were no options excluded from average diluted shares outstanding as the average market price of the common shares was greater than the exercise price. 16. STOCK-BASED COMPENSATION On May 18, 2017, the shareholders of the Company approved the 2017 Omnibus Incentive Plan (the “2017 Incentive Plan”) which authorizes 3,150,000 shares for issuance under the plan. Awards granted under the 2017 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 Company’s 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 Company’s policy is to estimate expected forfeitures on share-based awards. Total stock- based compensation expense was $11.8 million, $9.7 million, and $7.1 million in the years ended December 31, 2023, 2022 and 2021, 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 $13.5 million at December 31, 2023, for which the weighted average remaining life was approximately 1.8 years. There was no compensation cost related to non-vested stock options not yet recognized at December 31, 2023. Restricted Stock Restricted stock awards vest over a period of one to three years and may be based on the achievement of specific financial performance metrics and market conditions. Awards based strictly on time-based vesting and those awards with performance metrics are valued at the market price on 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. Restricted stock awards are generally forfeitable in the event of terminated employment prior to vesting. 81 A summary of all restricted stock activity during 2023 is as follows: Restricted Stock Outstanding at December 31, 2022 Granted Vested Forfeited Restricted Stock Outstanding at December 31, 2023 Number of Shares 1,754,068 $ 630,445 (897,830) (165,719) 1,320,964 $ Weighted Average Grant Date Fair Value 16.05 25.56 13.97 13.76 22.29 During 2023, 2022, and 2021, the Company granted 630,445, 653,492, and 582,081 shares of restricted stock, respectively, with aggregate fair values on the date of grant of approximately $16.1 million, $11.9 million, and $10.2 million, respectively. The total fair value of restricted stock that vested during 2023, 2022, and 2021 was approximately $25.1 million, $8.9 million, and $5.0 million, respectively. Stock Options Stock options are awarded with an exercise price equal to the market price of the underlying stock on the date of grant, become fully exercisable three years after the date of grant, and expire ten years after the date of grant. No stock options have been granted by the Company since February 2015. A summary of all stock option activity during 2023 is as follows: Options Outstanding at December 31, 2022 Exercised Forfeited Expired Options Outstanding at December 31, 2023 Options Exercisable at December 31, 2023 Number of Options 15,516 Weighted Average Exercise Price 13.67 $ Weighted Average Remaining Contractual Life Aggregate Intrinsic Value ($ in millions) 0.1 1.8 $ (11,433) $ 13.53 $ 0.2 — $ — $ 4,083 4,083 $ $ — — 14.06 14.06 1.0 $ 1.0 $ — — The total intrinsic value of stock options exercised during 2023, 2022, and 2021 was approximately $0.2 million, $1.5 million, and $1.3 million, respectively. 17. 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, 2023, $38.5 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. 82 Accumulated Other Comprehensive Income (Loss) (“AOCI”) Changes in AOCI by component, net of tax, for the years ended December 31, 2023, 2022, and 2021 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2020 $ (2,182) $ 9,815 $ Net unrealized gains (losses) arising during the period(a) Less: Net realized gains (losses) reclassified to net loss(b) Net change during the period Balances at December 31, 2021 Net unrealized gains (losses) arising during the period(c) Less: Net realized gains (losses) reclassified to net income(d) Net change during the period Balances at December 31, 2022 Net unrealized gains (losses) arising during the period(e) Less: Net realized gains (losses) reclassified to net income(f) Net change during the period 193 — 193 (1,989) 198 — 198 (1,791) 975 — 975 34,127 41,094 (6,967) 2,848 1,727 3,666 (1,939) 909 (3,063) (2,542) (521) Balances at December 31, 2023 $ (816) $ 388 $ 7,633 34,320 41,094 (6,774) 859 1,925 3,666 (1,741) (882) (2,088) (2,542) 454 (428) ————————— (a) Derivative instruments net of $11.5 million of tax expense for the year ended December 31, 2021. (b) Derivative instruments net of $13.8 million of tax expense for the year ended December 31, 2021. (c) Derivative instruments net of $0.6 million of tax expense for the year ended December 31, 2022. (d) Derivative instruments net of $1.2 million of tax expense for the year ended December 31, 2022. (e) Derivative instruments net of $1.0 million of tax benefit for the year ended December 31, 2023. (f) Derivative instruments net of $0.8 million of tax benefit for the year ended December 31, 2023. 18. EMPLOYEE SAVINGS PLANS Substantially all of the Company’s employees are eligible to participate in a defined contribution plan under Section 401(k) of the Internal Revenue Code. The Company also provides a non-qualified defined contribution plan for senior management and certain key employees. Both plans provide for the Company to match, in cash, a percentage of each employee’s contributions up to certain limits. The Company’s matching contribution and related expense for these plans was approximately $10.1 million, $9.1 million, and $8.0 million for 2023, 2022, and 2021, respectively. 19. INCOME TAXES Income Before Income Taxes The consolidated income before income taxes for 2023, 2022, and 2021 consists of the following (in thousands): Domestic Foreign Total income before income taxes Years Ended December 31, 2023 2022 2021 $ $ 291,816 2,869 294,685 $ $ 144,443 1,992 146,435 $ $ 5,426 (4,136) 1,290 83 Income Tax Expense The consolidated income tax expense for 2023, 2022, and 2021 consists of the following components (in thousands): Years Ended December 31, 2023 2022 2021 Current Federal State Foreign Deferred Federal State Foreign $ 65,797 $ 34,490 $ 9,322 1,170 76,289 (14,889) 1,430 — (13,459) 6,468 321 41,279 (5,911) (1,703) — (7,614) Total consolidated expense $ 62,830 $ 33,665 $ 8,449 (1,098) 922 8,273 (9,423) 1,310 (34) (8,147) 126 The following table provides a reconciliation of differences from the U.S. Federal statutory rates as follows (in thousands): Pretax book income Federal tax expense at applicable statutory rate State and local income taxes Impairment and divestiture Tax credits Nondeductible officer (benefit) compensation Compensation (benefit) expense Other Total income tax expense Deferred Taxes Years Ended December 31, 2023 2022 2021 $ 294,685 $ 146,435 $ 1,290 61,884 9,398 — (9,572) (546) (1,563) 3,229 30,751 3,669 — (2,422) 977 1,013 (323) $ 62,830 $ 33,665 $ 271 212 870 (2,065) 390 964 (516) 126 The Company’s deferred income taxes are primarily due to temporary differences between financial and income tax reporting for incentive compensation, depreciation of property, plant and equipment, amortization of intangibles, and other accrued liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Companies are required to assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available evidence, both positive and negative, using a “more likely than not” standard. In making such judgments, significant weight is given to evidence that can be objectively verified. The Company assesses, on a quarterly basis, the realizability of its deferred tax assets by evaluating all available evidence, both positive and negative, including: (1) the cumulative results of operations in recent years, (2) the nature of recent losses, if applicable, (3) estimates of future taxable income, (4) the length of net operating loss carryforwards (“NOLs”) and (5) the uncertainty associated with a possible change in ownership, which imposes an annual limitation on the use of these carryforwards. As of December 31, 2023 and 2022, the Company retained a valuation allowance of $0.7 million and $0.8 million, respectively, against deferred tax assets related to various state and local NOLs that are subject to restrictive rules for future utilization. As of December 31, 2023 and 2022, the Company had no U.S. federal tax NOLs. The Company incurred a net loss in 2020 and fully utilized that loss in carrybacks. The Company has various multi-state income tax NOLs aggregating approximately $47.5 million which will expire between 2024 and 2043, if unused. 84 The components of deferred tax assets and deferred tax liabilities as of December 31, 2023 and 2022 were as follows (in thousands): Deferred tax assets Tax credits and loss carryforwards Accrued liabilities Incentive compensation Operating lease assets Research expenditure amortization Other Deferred tax liabilities Property, plant and equipment Intangibles Operating lease liabilities Other Net deferred tax liability before valuation allowances and reserves Valuation allowances Net deferred tax liability Tax Reserves December 31, 2023 2022 $ 2,128 $ 8,242 8,131 8,102 22,160 2,730 51,493 (21,731) (32,773) (8,102) (5,182) (67,788) (16,295) (718) 2,929 5,965 6,960 5,878 7,739 6,560 36,031 (22,991) (30,188) (5,878) (3,957) (63,014) (26,983) (775) $ (17,013) $ (27,758) The Company’s policy with respect to interest and penalties associated with reserves or allowances for uncertain tax positions is to classify such interest and penalties in Income tax expense (benefit) on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the total amount of unrecognized income tax benefits, which are included in either Other noncurrent liabilities or Deferred income taxes in the Company’s Consolidated Balance Sheets, was approximately $4.8 million and $2.4 million, respectively, including interest and penalties, all of which, if recognized, would impact the effective income tax rate of the Company. As of December 31, 2023 and 2022, the Company had recorded a total of $0.9 million and $0.9 million, respectively, of accrued interest and penalties related to uncertain tax positions. The Company expects no significant changes to the facts and circumstances underlying its reserves and allowances for uncertain income tax positions as reasonably possible during the next 12 months. As of December 31, 2023, the Company is subject to unexpired statutes of limitation for U.S. federal income taxes for the years 2020 through 2022. The Company is also subject to unexpired statutes of limitation for Indiana state income taxes for the years 2020 through 2022. 20. SEGMENTS Segment Reporting Based on how the Chief Operating Decision Maker (“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 Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and the Company’s wood flooring production facility. The Company’s EcoNex™ products, which are under the Company’s Acutherm™ portfolio of solutions designed for intelligent thermal management, are also reported in the TS segment. In addition, the TS segment includes tank trailers and truck-mounted tanks. Finally, truck-mounted dry and refrigerated bodies and service and stake bodies are also in the TS segment. 85 ▪ Parts & Services (“P&S”): The P&S segment is comprised of the Company’s parts and services businesses as well as the upfitting component of our truck bodies business. In addition, the Company’s 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 and Linq Venture Holdings LLC entities we created with our partners during the second quarter of 2022 and the fourth quarter of 2023 as further described in Note 6. Our Trailers as a Service (TAAS) initiatives are included in the P&S segment as well. Finally, the P&S segment includes the Company’s Engineered Products business, which manufactures stainless-steel storage tanks and silos, mixers, and processors for a variety of end markets. Growing and expanding the parts and services businesses is a key strategic initiative for the Company moving forward. The accounting policies of the TS and P&S segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on income (loss) from operations. The Company has not allocated certain corporate related administrative costs, interest, and income taxes included in the corporate and eliminations segment to the Company’s other reportable segments. The Company accounts for intersegment sales and transfers at cost. Segment assets are not presented as it is not a measure reviewed by the CODM in allocating resources and assessing performance. Reportable segment information is as follows (in thousands): Transportation Solutions Parts & Services Corporate and Eliminations Consolidated 2023 Net sales External customers Intersegment sales Total net sales Depreciation and amortization Income (loss) from operations 2022 Net sales External customers Intersegment sales Total net sales Depreciation and amortization Income (loss) from operations 2021 Net sales External customers Intersegment sales Total net sales Depreciation and amortization Income (loss) from operations Customer Concentration $ $ $ $ $ $ $ $ $ $ $ $ 2,320,274 18,330 2,338,604 40,443 366,928 2,312,637 8,277 2,320,914 41,187 209,942 1,628,694 4,625 1,633,319 41,819 61,869 $ $ $ $ $ $ $ $ $ $ $ $ 216,226 4,647 220,873 2,201 44,649 189,492 3,984 193,476 2,717 30,558 174,574 2,592 177,166 4,781 20,201 $ $ $ $ $ $ $ $ $ $ $ $ — $ 2,536,500 (22,977) — (22,977) $ 2,536,500 2,676 $ 45,320 (99,628) $ 311,949 — $ 2,502,129 (12,261) — (12,261) $ 2,502,129 $ 3,065 (73,858) $ 46,969 166,642 — $ 1,803,268 (7,217) — (7,217) $ 1,803,268 2,242 $ (48,528) $ 48,842 33,542 The Company is subject to a concentration of risk as the five largest customers together accounted for approximately 32%, 33%, and 30% of the Company’s aggregate net sales in 2023, 2022, and 2021, respectively. Our largest customer accounted for 12% of our aggregate net sales in 2023. No individual customer accounted for more than 10% of our aggregate net sales in either 2022 or 2021. International sales accounted for less than 10% in each of the last three years. 86 Product Information The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and services, and (4) equipment and other (which includes new truck body sales). The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands): Year ended December 31, 2023 New trailers Used trailers Components, parts and services Equipment and other Total net external sales Year ended December 31, 2022 New trailers Used trailers Components, parts and services Equipment and other Total net external sales Year ended December 31, 2021 New trailers Used trailers Components, parts and services Equipment and other Total net external sales $ $ $ $ $ $ Transportation Solutions Parts & Services Eliminations Consolidated 1,924,700 $ — $ (5,901) $ 1,918,799 75.7% — — 413,904 4,978 148,256 67,639 — — 4,978 148,256 0.2% 5.8% (17,076) 464,467 18.3% 2,338,604 $ 220,873 $ (22,977) $ 2,536,500 100.0% Transportation Solutions Parts & Services 2,012,428 $ — — 308,486 1,722 2,905 139,762 49,087 Eliminations $ (1,286) $ 2,012,864 Consolidated — — 2,905 139,762 80.4% 0.1% 5.6% (10,975) 346,598 13.9% 2,320,914 $ 193,476 $ (12,261) $ 2,502,129 100.0% Transportation Solutions Parts & Services 1,354,375 $ 165 — 278,779 179 2,349 131,929 42,709 Eliminations $ Consolidated (181) $ 1,354,373 — — 2,514 131,929 75.0% 0.1% 7.3% (7,036) 314,452 17.4% 1,633,319 $ 177,166 $ (7,217) $ 1,803,268 100.0% 21. IMPAIRMENT, DIVESTITURES, AND SALES OF PROPERTY, PLANT, AND EQUIPMENT During the first quarter of 2022, the Company impaired approximately $1.0 million of construction-in-progress projects that were no longer expected to be completed. In addition, the Company sold a building (and the related land) for net proceeds of $1.1 million. A gain on sale of approximately $0.7 million was recognized as part of the sale. The impairment and gain on sale are included in Impairment and other, net in the Consolidated Statements of Operations. During the second quarter of 2021, the Company sold its Extract Technology® (“Extract”) business that manufactured stainless steel isolators and downflow booths, as well as custom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical, biotech, and nuclear end markets. Proceeds of the sale, net of transaction costs and cash divested, totaled approximately $20.8 million. Prior to the sale, Extract was an operating unit within the historical DPG reporting segment. A gain on sale of approximately $1.9 million was recognized in connection with the divestiture, and a portion of the net proceeds from the sale were used to pay down outstanding principal under the New Term Loan Credit Agreement as further described in Note 10. The gain on sale is included in Impairment and other, net in the Consolidated Statements of Operations. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting unit as a whole. This goodwill, along with net intangible assets of approximately $1.3 million, were included in the carrying value of the disposed assets and the resulting gain recognized in connection with the sale. During the first quarter of 2021, the Company impaired unused and obsolete property, plant, and equipment assets totaling approximately $0.8 million. The impairment charges are included in Impairment and other, net in the Consolidated Statements of Operations. 87 22. CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) The following is a summary of the unaudited quarterly results of operations for fiscal years 2023, 2022, and 2021 (dollars in thousands, except per share amounts): 2023 Net sales Gross profit Net income attributable to common stockholders Basic net income attributable to common stockholders per share(1) Diluted net income attributable to common stockholders per share(1) 2022 Net sales Gross profit Net income attributable to common stockholders Basic net income attributable to common stockholders per share(1) Diluted net income attributable to common stockholders per share(1) 2021 Net sales Gross profit Net income (loss) attributable to common stockholders Basic net income (loss) attributable to common stockholders per share(1) Diluted net income (loss) attributable to common stockholders per share(1) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ First Quarter Second Quarter Third Quarter Fourth Quarter 620,952 116,027 51,213 1.07 1.04 546,761 58,055 12,074 0.25 0.24 392,003 47,166 3,217 0.06 0.06 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 686,620 151,027 74,328 1.57 1.54 642,769 78,034 22,552 0.46 0.46 449,422 55,608 12,252 0.24 0.24 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 632,828 122,910 55,329 1.18 1.16 655,150 92,005 36,170 0.75 0.73 482,566 51,045 11,008 0.22 0.22 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 596,100 108,223 50,382 1.10 1.07 657,449 94,597 41,462 0.86 0.84 479,277 42,648 (25,313) (0.51) (0.51) ————————— (1) Basic and diluted net income (loss) attributable to common stockholders per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income (loss) attributable to common stockholders per share may differ from annual net income (loss) attributable to common stockholders per share due to rounding. 88 ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A—CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to provide reasonable assurance to our management and board of directors that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation conducted under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023, including those procedures described below, we, including our Chief Executive Officer and our Chief Financial Officer, determined that those controls and procedures were effective. Changes in Internal Controls There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fourth quarter of fiscal year 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. Report of Management on Internal Control over Financial Reporting The management of Wabash National Corporation (“the Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with U.S. generally accepted accounting principles; (3) provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (4) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, based on criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Based on this assessment, management has concluded that internal control over financial reporting is effective as of December 31, 2023. Ernst & Young LLP, an Independent Registered Public Accounting Firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2023, and its report on internal controls over financial reporting as of December 31, 2023, appears on the following page. Brent L. Yeagy Michael N. Pettit February 22, 2024 President and Chief Executive Officer Senior Vice President and Chief Financial Officer 89 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Wabash National Corporation Opinion on Internal Control Over Financial Reporting We have audited Wabash National Corporation’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Wabash National Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31,2023, and the related notes and our report dated February 22, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Indianapolis, Indiana February 22, 2024 90 ITEM 9B—OTHER INFORMATION (c) During the three months ended December 31, 2023, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K). ITEM 9C—DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10—DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The Company hereby incorporates by reference the information contained under the heading “Information About Our Executive Officers” from Item 1 Part I of this Annual Report. The Company hereby incorporates by reference the information contained under the headings “Delinquent Section 16(a) Reports,” “Proposal 1 - Election of Directors” and “Corporate Governance” from its definitive Proxy Statement to be delivered to stockholders of the Company and filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report in connection with the 2024 Annual Meeting of Stockholders to be held May 22, 2024. Code of Ethics As part of our system of corporate governance, our Board of Directors has adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that is specifically applicable to our Chief Executive Officer and Senior Financial Officers. This Code of Ethics is available within the Corporate Governance section of the Investor Relations page of our website at ir.onewabash.com. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual Report on Form 10-K unless expressly noted. We will disclose any waivers for our Chief Executive Officer or Senior Financial Officers under, or any amendments to, our Code of Ethics by posting such information on our website at the address above. ITEM 11—EXECUTIVE COMPENSATION The Company hereby incorporates by reference the information contained under the headings “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation Tables,” and “Corporate Governance—Director Compensation” from its definitive Proxy Statement to be delivered to the stockholders of the Company and filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report in connection with the 2024 Annual Meeting of Stockholders to be held May 22, 2024. ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The Company hereby incorporates by reference the information contained under the headings “Beneficial Ownership Information—Beneficial Ownership of Common Stock” and “Equity Compensation Plan Information” from its definitive Proxy Statement to be delivered to the stockholders of the Company and filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report in connection with the 2024 Annual Meeting of Stockholders to be held on May 22, 2024. ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The Company hereby incorporates by reference the information contained under the headings “Corporate Governance—Board Structure and its Role in Risk Oversight—Director Independence” and “Corporate Governance—Related Persons Transactions Policy” from its definitive Proxy Statement to be delivered to the stockholders of the Company and filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report in connection with the 2024 Annual Meeting of Stockholders to be held on May 22, 2024. ITEM 14—PRINCIPAL ACCOUNTING FEES AND SERVICES Information required by Item 14 of this form and the Audit Committee’s pre-approval policies and procedures regarding the engagement of the principal accountant are incorporated herein by reference to the information contained under the heading “Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm” from the Company’s definitive Proxy Statement to be delivered to the stockholders of the Company and filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report in connection with the 2024 Annual Meeting of Stockholders to be held on May 22, 2024. 91 PART IV ITEM 15—EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements: The Company has included all required financial statements in Item 8 of this Annual Report. The financial statement schedules have been omitted as they are not applicable, or the required information is included in the Notes to the consolidated financial statements. (b) Exhibits: Reference is made to the Exhibit Index of this Annual Report for a list of exhibits filed with this Annual Report or incorporated herein by reference to the document. ITEM 16 – FORM 10-K SUMMARY None. No. 3.01 3.02 4.01 4.02 4.03 4.04 EXHIBIT INDEX Description Amended and Restated Certificate of Incorporation of the Company, as amended (5) Amended and Restated Bylaws of the Company, as amended (15) Specimen Stock Certificate (1) Indenture, dated as of October 6, 2021, by and among Wabash National Corporation, the several guarantors named therein and Wells Fargo Bank, National Association, as trustee (14) Form of 4.50% Senior Notes due 2028 (14) Description of Securities (9) 10.01# 2011 Omnibus Incentive Plan (3) 10.02# 2017 Omnibus Incentive Plan (6) 10.03# Change in Control Severance Pay Plan (4) 10.04# Wabash National Corporation Executive Severance Plan (2) 10.05# Form of Wabash National Corporation Time-Vesting Restricted Stock Unit Agreement for awards granted to employees under the 2017 Omnibus Incentive Plan (12) 10.06# Wabash National Corporation Supplemental Plan, effective May 12, 2020 (10) 10.07# 10.08# 10.09 10.1 10.11 10.12 Form of Wabash National Corporation Restricted Stock Unit Agreement for awards granted to non-employee directors under the 2017 Omnibus Incentive Plan prior to 2024 (10) Form of Wabash National Corporation Performance-Based Restricted Stock Unit Agreement for awards granted to employees under the 2017 Omnibus Incentive Plan (12) Second Amended and Restated Credit Agreement dated December 21, 2018, among Wabash National Corporation, certain subsidiaries of Wabash National Corporation, the lenders from time to time party thereto and Wells Fargo Capital Finance, LLC, as administrative agent (8) First Amendment to Second Amended and Restated Credit Agreement, dated September 28, 2020, among Wabash National Corporation, certain of its subsidiaries party thereto, Wells Fargo Capital Finance, LLC, as the arranger and administrative agent for the Lenders, and the Lenders party thereto (11) Increase Agreement Regarding Incremental Revolver Commitments and Second Amendment to Second Amended and Restated Credit Agreement, dated as of September 28, 2021, among Wabash National Corporation, certain of its subsidiaries party thereto, the lenders party thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent (13) Third Amendment to Second Amended and Restated Credit Agreement dated as of September 23, 2022, among Wabash National Corporation, certain subsidiaries of Wabash National Corporation, the lenders from time-to-time party thereto and Wells Fargo Capital Finance, LLC as arranger and administrative agent (16) 10.13# Form of Indemnification Agreement with Directors and Executive Officers (7) 10.14# Form of Wabash National Corporation Restricted Stock Unit Agreement for awards to be granted to non-employee directors under the 2017 Omnibus Incentive Plan after 2023 (17) 21.1 23.1 31.1 31.2 32.1 97.1 List of Significant Subsidiaries (17) Consent of Ernst & Young LLP (17) Certification of Principal Executive Officer (17) Certification of Principal Financial Officer (17) Written Statement of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (17) Wabash National Corporation Compensation Recovery Policy (17) 92 101 The following materials from Wabash National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2023 and 2022, (ii) the Consolidated Statements of Operations for the twelve months ended December 31, 2023, 2022, and 2021, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the twelve months ended December 31, 2023, 2022, and 2021, (iv) the Consolidated Statements of Stockholders’ Equity for the twelve months ended December 31, 2023, 2022, and 2021, (v) the Consolidated Statements of Cash Flows for the twelve months ended December 31, 2023, 2022, and 2021, (vi) Notes to the Consolidated Financial Statements, (vii) the information in Part I, Item 1C Cybersecurity, and (viii) the information in Part II, Item 9B Other Information. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. (17) 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (17) # Management contract or compensatory plan (1) (2) (3) (4) (5) (6) (7) (8) (9) Incorporated by reference to the Registrant’s registration statement on Form S-3 (Registration No. 333-27317) filed on May 16, 1997 Incorporated by reference to the Registrant’s Form 8-K filed on December 16, 2015 (File No. 001-10883) Incorporated by reference to the Registrant’s Form 8-K filed on May 25, 2011 (File No. 001-10883) Incorporated by reference to the Registrant’s Form 8-K filed on September 14, 2011 (File No. 001-10883) Incorporated by reference to the Registrant’s Form 10-Q filed on November 1, 2011 (File No. 001-10883) Incorporated by reference to the Registrant’s Form S-8 filed on May 18, 2017 (File No. 333-218085) Incorporated by reference to the Registrant’s Form 8-K filed on December 15, 2017 (File No. 001-10883) Incorporated by reference to the Registrant’s Form 8-K filed on December 27, 2018 (File No. 001-10883) Incorporated by reference to the Registrant’s Form 10-K filed on February 25, 2020 (File No. 001-10883) (10) Incorporated by reference to the Registrant’s Form 10-Q filed on July 29, 2020 (File No. 001-10883) (11) Incorporated by reference to the Registrant’s Form 8-K filed on September 30, 2020 (File No. 001-10883) (12) Incorporated by reference to the Registrant’s Form 10-K filed on February 25, 2021 (File No. 001-10883) (13) Incorporated by reference to the Registrant’s Form 8-K filed on September 29, 2021 (File No 001-10883) (14) Incorporated by reference to the Registrant’s Form 8-K filed on October 6, 2021 (File No 001-10883) (15) Incorporated by reference to the Registrant’s Form 8-K filed on February 22, 2022 (File No 001-10883) (16) Incorporated by reference to the Registrant’s Form 8-K filed on September 26, 2022 (File No 001-10883) (17) Filed herewith 93 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WABASH NATIONAL CORPORATION February 22, 2024 By: /s/ Michael N. Pettit Michael N. Pettit Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Signature and Name Title Date /s/ Brent L. Yeagy President and Chief Executive Officer, Director February 22, 2024 Brent L. Yeagy (Principal Executive Officer) /s/ Michael N. Pettit Senior Vice President and Chief Financial Officer February 22, 2024 Michael N. Pettit (Principal Financial Officer and Principal Accounting Officer) /s/ Larry J. Magee Chairman of the Board of Directors February 22, 2024 Larry J. Magee /s/ Therese M. Bassett Director Therese M. Bassett /s/ John G. Boss John G. Boss Director /s/ Trent J. Broberg Director Trent J. Broberg /s/ Ann D. Murtlow Ann D. Murtlow /s/ Sudhanshu Priyadarshi Sudhanshu Priyadarshi Director Director /s/ Scott K. Sorensen Director Scott K. Sorensen /s/ Stuart A. Taylor II Director Stuart A. Taylor II 94 February 22, 2024 February 22, 2024 February 22, 2024 February 22, 2024 February 22, 2024 February 22, 2024 February 22, 2024 CERTIFICATIONS Exhibit 31.1 I, Brent L. Yeagy, certify that: 1. I have reviewed this Annual Report on Form 10-K of Wabash National Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 22, 2024 /s/ Brent L. Yeagy Brent L. Yeagy President and Chief Executive Officer (Principal Executive Officer) CERTIFICATIONS Exhibit 31.2 I, Michael N. Pettit, certify that: 1. I have reviewed this Annual Report on Form 10-K of Wabash National Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 22, 2024 /s/ Michael N. Pettit Michael N. Pettit Senior Vice President and Chief Financial Officer (Principal Financial Officer) Written Statement of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) Exhibit 32.1 The undersigned, the President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer of Wabash National Corporation (the "Company"), each hereby certifies that, to his knowledge, on February 22, 2024: • the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 filed on February 22, 2024, with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and • information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Brent L. Yeagy Brent L. Yeagy President and Chief Executive Officer February 22, 2024 /s/ Michael N. Pettit Michael N. Pettit Senior Vice President and Chief Financial Officer February 22, 2024 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Wabash National Corporation and will be retained by Wabash National Corporation and furnished to the Securities and Exchange Commission or its staff upon request. [THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK] Stockholder Information Executive Officers Brent L. Yeagy President and Chief Executive Officer Director of the Board Directors Therese M. Bassett Managing Director NuVentures LLC M. Kristin Glazner Senior Vice President, Chief Administrative Officer, Corporate Secretary John G. Boss Former President and Chief Executive Officer Momentive Performance Materials Inc. Kevin J. Page Senior Vice President, Chief Commercial Officer Trent J. Broberg Chief Executive Officer ACERTUS Michael N. Pettit Senior Vice President, Chief Financial Officer Dustin T. Smith Senior Vice President, Chief Operating Officer Auditors Ernst & Young LLP 111 Monument Circle Suite 4000 Indianapolis, IN 46204-5120 Transfer Agent EQ Shareowner Services 1110 Centre Pointe Curve Suite 101 Mendota Heights, MN 55120-4100 Telephone (U.S. Residents): 1-800-401-1957 Telephone (Canada or U.S. Virgin Island Residents): 1-800-468-9716 Form 10-K In lieu of a separate annual report to stockholders, enclosed is Wabash National Corporation’s Form 10-K, which includes as an exhibit the certifications required by Section 302 of the Sarbanes Oxley Act. Stock Listing Symbol: WNC New York Stock Exchange Internet Address www.onewabash.com Larry J. Magee, Chairman of the Board President Magee Ventures Group Ann D. Murtlow Former President and Chief Executive Officer United Way of Central Indiana Former President and Chief Executive Officer Indianapolis Power & Light Company Sudhanshu Priyadarshi Chief Financial Officer and President, International Keurig Dr Pepper Inc. (KDP) Scott K. Sorensen Former President Thatcher Company, Inc. Stuart A. Taylor II Chief Executive Officer The Taylor Group LLC Brent L. Yeagy President and Chief Executive Officer Wabash National Corporation Requests For stockholder requests for information, please contact: Wabash National Corporation c/o VP - Investor Relations 3900 McCarty Lane Lafayette, IN 47905 (765) 771-5310 investor.relations@onewabash.com 2023 Annual Report W a b a s h N a t i o n a l C o r p o r a t i o n 2 0 2 3 A n n u a l R e p o r t Wabash National Corporation 3900 McCarty Ln Lafayette, IN 47905 Changing How the World Reaches You ® 

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