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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) July 25, 2025
 
WABASH NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 001-10883 52-1375208
(State or other jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
3900 McCarty Lane
Lafayette Indiana 47905
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (765) 771-5310
Not applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
WNC
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth 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. ☐





Item 2.02 Results of Operations and Financial Condition.
 
On July 25, 2025, Wabash National Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The press release and a teleconference visual presentation are also available on the Company's Investor Relations website at ir.onewabash.com.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.

EXHIBIT INDEX
 
Exhibit No. Description
   
104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).




SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  WABASH NATIONAL CORPORATION
     
Date: July 25, 2025 By: /s/ Patrick Keslin
    Patrick Keslin
    Senior Vice President and Chief Financial Officer


EX-99.1 2 wnc-20250630xex991.htm EX-99.1 Document

wabash-logoxblue.jpg  
Media Contact:
Dana Stelsel
Director, Communications
(765) 771-5766
dana.stelsel@onewabash.com


Investor Relations:
Jacob Page
Senior Analyst, Corporate Development & IR
(765) 414-2835
jacob.page@onewabash.com
 
Wabash Announces Second Quarter 2025 Results

▪Quarterly revenue of $459 million - beating midpoint of outlook range on modestly stronger than expected shipments. Parts & Services generated positive revenue growth sequentially and year-over-year.
▪GAAP operating loss of $5 million or Non-GAAP adjusted operating loss of $0.1 million; Excludes impact of $5 million in expenses associated with the legal verdict.
▪Quarterly GAAP EPS of $(0.23) or Non-GAAP adjusted EPS of $(0.15). Beating Expectations due to slightly higher revenue and cost containment actions throughout the quarter.
▪Total backlog of $1.0 billion ending Q2; Market environment continues to be challenging as economic concerns and uncertainty remain.
▪2025 revenue outlook reduced to $1.6B, Non-GAAP adjusted EPS outlook reduced to $(1.15), excluding impact in connection with the legal verdict.

LAFAYETTE, Ind. – July 25, 2025 – Wabash (NYSE: WNC), a leader in end-to-end supply chain solutions for the transportation, logistics and infrastructure markets, today reported results for the quarter ended June 30, 2025.
The Company's net sales for the second quarter of 2025 were $458.8 million, reflecting a 16.7% decrease compared to the same quarter of the previous year. The Company generated consolidated gross profit of $41.4 million, equivalent to 9.0% of sales. GAAP operating loss amounted to $4.8 million as the company recognized a $5 million loss in connection with the appeal bond and contingent interest expense associated with the legal verdict. Non-GAAP adjusted operating loss was $0.1 million for the quarter. Second quarter GAAP diluted earnings per share was $(0.23) or $(0.15) on a Non-GAAP adjusted basis.
As of June 30, 2025, total Company backlog stood at approximately $1.0 billion, as customers continue to take a wait-and-see approach to capital spending.
For the full-year ending December 31, 2025, the Company reduced its revenue outlook to roughly $1.6 billion and reduced its Non-GAAP adjusted EPS guidance to a range of $(1.30) to $(1.00).



“Turning to the broader market environment, demand remains muted across the trailer industry. Industry forecasters have continued to revise their outlook downward, and recent updates now suggest that 2025 shipment volumes will fall well below basic replacement demand," explained Yeagy. "For now, we’ve undertaken a reassessment of 2025 and now expect midpoints of $1.6 billion in revenue and ($1.15) of adjusted EPS. Even with the revised guidance, we still expect to be near free cash flow breakeven for 2025, excluding our capital investments in Trailers as a Service. While our order book for 2026 is not yet open, we’re actively engaged in conversations with customers and preparing quotes for next year’s demand. Based on those early discussions and current industry forecasts, we’re cautiously optimistic that 2026 will reflect a return to growth."
Business Segment Highlights
The table below is a summary of select segment operating and financial results prior to the elimination of intersegment sales for the second quarter of 2025 and 2024. A complete disclosure of the results by individual segment is included in the tables following this release.
Wabash National Corporation
Three Months Ended June 30, 2025 2024
New Units Shipped
Trailers 8,640 9,245
Truck bodies 3,190 3,925
  Transportation Solutions Parts & Services
Three Months Ended June 30, 2025 2024 2025 2024
(Unaudited, dollars in thousands)
Net sales $ 400,214 $ 498,705 $ 59,744 $ 54,901
Gross profit $ 28,600 $ 74,689 $ 12,800 $ 14,969
Gross profit margin 7.1% 15.0% 21.4% 27.3%
Income from operations $ 12,518 $ 56,918 $ 9,060 $ 12,087
Income from operations margin 3.1% 11.4% 15.2% 22.0%
During the second quarter, Transportation Solutions generated net sales of $400.2 million, a decrease of 19.7% compared to the same quarter of the previous year. Operating loss for the quarter amounted to $12.5 million, representing 3.1% of sales.
Parts & Services' net sales for the second quarter were $59.7 million, an increase of 8.8% compared to the prior year quarter. Operating income for the quarter amounted to $9.1 million, or 15.2% of sales.
Non-GAAP Measures
In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the financial information included in this release contains non-GAAP financial measures, free cash flow, adjusted segment EBITDA, and adjusted segment EBITDA margin. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net (loss) income, and reconciliations to GAAP financial statements should be carefully evaluated.
Adjusted operating (loss) income, a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company’s operating results as they are not indicative of the Company’s core operating results or may obscure trends useful in evaluating the Company’s continuing activities. Accordingly, the Company presents adjusted operating (loss) income excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating (loss) income to provide investors with a better understanding of the Company’s view of our results as compared to prior periods. A reconciliation of adjusted operating (loss) income to operating (loss) income, the most comparable GAAP financial measure, is included in the tables following this release.



Adjusted EBITDA includes noncontrolling interest & excludes loss from unconsolidated entity and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, the Missouri legal matter, impairment and other, net, and other non-operating income and expense. Management believes providing adjusted EBITDA is useful for investors to understand the Company’s performance and results of operations period to period with the exclusion of the items identified above. Management believes the presentation of adjusted EBITDA, when combined with the GAAP presentations of operating (loss) income and net (loss) income, is beneficial to an investor’s understanding of the Company’s operating performance. A reconciliation of adjusted EBITDA to net (loss) income, the most comparable GAAP financial measure, is included in the tables following this release.
Adjusted net (loss) income attributable to common stockholders and adjusted diluted (loss) earnings per share reflect an adjustment for the Missouri legal matter and the related tax effect of that adjustment. Management believes providing adjusted measures and excluding certain items facilitates comparisons to the Company’s prior year periods and, when combined with the GAAP presentation of net (loss) income and diluted net (loss) income per share, is beneficial to an investor’s understanding of the Company’s performance. A reconciliation of adjusted net (loss) income attributable to common stockholders and adjusted diluted (loss) earnings per share to net (loss) income attributable to common stockholders and diluted (loss) earnings per share, the most comparable GAAP financial measures, are included in the tables following this release.
Free cash flow is defined as net cash (used in) provided by operating activities minus cash payments for capital expenditures minus expenditures for revenue generating assets. Management believes providing free cash flow is useful for investors to understand the Company’s performance and results of cash generation period to period with the exclusion of the item identified above. Management believes the presentation of free cash flow, when combined with the GAAP presentations of cash (used in) provided by operating activities, is beneficial to an investor’s understanding of the Company’s operating performance. A reconciliation of free cash flow to cash (used in) provided by operating activities, the most comparable GAAP financial measure, is included in the tables following this release.
Adjusted segment EBITDA, a non-GAAP financial measure, includes noncontrolling interest & excludes loss from unconsolidated entity and is calculated by adding back segment depreciation and amortization expense to segment operating income, and excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income under GAAP, but that management would not consider important in evaluating the quality of the Company’s segment operating results as they are not indicative of each segment's core operating results or may obscure trends useful in evaluating the segment's continuing activities. Adjusted segment EBITDA Margin is calculated by dividing Adjusted segment EBITDA by segment total net sales. A reconciliation of adjusted segment EBITDA to income from operations, the most comparable GAAP financial measure, is included in the tables following this release.
Information reconciling any forward-looking Adjusted Operating (Loss) Income, Adjusted EBITDA, Adjusted Net (Loss) Income, Adjusted Diluted EPS, Free Cash Flow, Adjusted Segment EBITDA and Adjusted Segment EBITDA Margin to GAAP financial measures is unavailable to us without unreasonable effort. We cannot provide reconciliations of the above noted forward looking non-GAAP measures to GAAP financial measures because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income and statement of cash flows, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to us without unreasonable effort.
Second Quarter 2025 Conference Call
Wabash will discuss its results during its quarterly investor conference call on Friday, July 25, 2025, beginning at 12:00 p.m. EDT. The call and an accompanying slide presentation will be accessible on the "Investors" section of the Company’s website at www.onewabash.com. The conference call will also be accessible by dialing (800) 715-9871, conference ID 9986205. A replay of the call will be available on the site shortly after the conclusion of the presentation.

About

Wabash (NYSE: WNC) is the visionary leader of connected solutions for the transportation, logistics and distribution industries that is Changing How the World Reaches You®. Headquartered in Lafayette, Indiana, 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, flatbed trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade processing equipment. Learn more at www.onewabash.com.



Safe Harbor Statement
This press release contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company’s current expectations or forecasts of future events. All statements contained in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements include, among other things, all statements regarding the Company’s outlook for trailer and truck body shipments, backlog, expectations regarding demand levels for trailers, truck bodies, non-trailer equipment and our other diversified product offerings, pricing, profitability and earnings, cash flow and liquidity, opportunity to capture higher margin sales, new product innovations, our growth and diversification strategies, our expectations for improved financial performance during the course of the year and our expectations with regards to capital allocation. These and the Company’s other forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Without limitation, these risks and uncertainties include the risks related to the Missouri product liability action and the unfavorable jury verdict, the highly cyclical nature of our business, uncertain economic conditions including the possibility that customer demand may not meet our expectations, our backlog may not reflect future sales of our products, increased competition, reliance on certain customers and corporate partnerships, risks of customer pick-up delays, shortages and costs of raw materials including the impact of tariffs or other international trade developments, risks in implementing and sustaining improvements in the Company’s manufacturing operations and cost containment, dependence on industry trends and timing, supplier constraints, labor costs and availability, customer acceptance of and reactions to pricing changes, costs of indebtedness, and our ability to execute on our long-term strategic plan. Readers should review and consider the various disclosures made by the Company in this press release and in the Company’s reports to its stockholders and periodic reports on Forms 10-K and 10-Q.
# # #



WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - dollars in thousands)
 
June 30,
2025
December 31,
2024
Assets
Current assets:
Cash and cash equivalents $ 57,423  $ 115,484 
Accounts receivable, net 189,729  143,946 
Inventories, net 252,454  258,825 
Prepaid expenses and other 124,315  76,233 
Total current assets 623,921  594,488 
Property, plant, and equipment, net 327,905  339,247 
Goodwill 196,650  188,441 
Deferred income taxes 8,124  94,873 
Intangible assets, net 68,866  74,445 
Investment in unconsolidated entities 7,250  7,250 
Other assets 143,318  112,785 
Total assets $ 1,376,034  $ 1,411,529 
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt $ —  $ — 
Accounts payable 178,385  146,738 
Other accrued liabilities 194,006  161,671 
Total current liabilities 372,391  308,409 
Long-term debt 437,493  397,142 
Other non-current liabilities 179,696  516,152 
Total liabilities 989,580  1,221,703 
Commitments and contingencies
Noncontrolling interest 1,237  996 
Wabash National Corporation stockholders’ equity:
Common stock 200,000,000 shares authorized, $0.01 par value, 41,089,374 and 42,882,308 shares outstanding, respectively 787  781 
Additional paid-in capital 694,843  689,216 
Retained earnings 320,288  105,633 
Accumulated other comprehensive loss (202) (3,229)
Treasury stock at cost, 37,601,698 and 35,253,489 common shares, respectively (630,499) (603,571)
Total Wabash National Corporation stockholders' equity 385,217  188,830 
Total liabilities, noncontrolling interest, and equity $ 1,376,034  $ 1,411,529 




WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - dollars in thousands, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net sales $ 458,816  $ 550,610  $ 839,706  $ 1,065,886 
Cost of sales 417,416  460,952  779,303  899,782 
Gross profit 41,400  89,658  60,403  166,104 
General and administrative expenses 37,009  33,969  (267,676) 70,642 
Selling expenses 6,339  7,936  12,718  14,978 
Amortization of intangible assets 2,789  2,993  5,578  6,149 
Impairment and other, net 14  997  (17) 997 
(Loss) income from operations (4,751) 43,763  309,800  73,338 
Other income (expense):
Interest expense (5,308) (4,948) (10,334) (9,936)
Other, net (33) 1,572  1,581  3,181 
Other expense, net (5,341) (3,376) (8,753) (6,755)
Loss from unconsolidated entity (2,203) (1,415) (4,045) (2,901)
(Loss) income before income tax expense (12,295) 38,972  297,002  63,682 
Income tax (benefit) expense (2,692) 9,768  75,409  16,191 
Net (loss) income (9,603) 29,204  221,593  47,491 
Net (loss) income attributable to noncontrolling interest (14) 246  241  366 
Net (loss) income attributable to common stockholders $ (9,589) $ 28,958  $ 221,352  $ 47,125 
Net (loss) income attributable to common stockholders per share:
Basic $ (0.23) $ 0.65  $ 5.24  $ 1.04 
Diluted $ (0.23) $ 0.64  $ 5.21  $ 1.03 
Weighted average common shares outstanding (in thousands):
Basic 41,753  44,896  42,231  45,139 
Diluted 41,753  45,365  42,458  45,751 
Dividends declared per share $ 0.08  $ 0.08  $ 0.16  $ 0.16 




WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - dollars in thousands)

Six Months Ended June 30,
2025 2024
Cash flows from operating activities
Net income $ 221,593  $ 47,491 
Adjustments to reconcile net income to net cash used in operating activities
Depreciation 23,524  20,306 
Amortization of intangibles 5,578  6,149 
Net loss on sale of property, plant and equipment 21  — 
Deferred income taxes 86,749  (3,763)
Stock-based compensation 5,623  6,618 
Non-cash interest expense 494  478 
Loss from unconsolidated entity 4,045  2,901 
Impairment (20) — 
Changes in operating assets and liabilities
Accounts receivable (45,783) (60,258)
Inventories 6,371  (5,291)
Prepaid expenses and other (18,767) 995 
Accounts payable and accrued liabilities 40,079  (25,292)
Other, net (345,613) 3,278 
Net cash used in operating activities (16,106) (6,388)
Cash flows from investing activities
Cash payments for capital expenditures (14,925) (36,288)
Expenditures for revenue generating assets (20,885) — 
Proceeds from the sale of assets 40  — 
Acquisition, net of cash acquired (1,666) — 
Notes receivable issued to unconsolidated entity (10,350) (7,100)
Net cash used in investing activities (47,786) (43,388)
Cash flows from financing activities
Proceeds from exercise of stock options 11 
Dividends paid (7,251) (7,775)
Borrowings under revolving credit facilities 40,904  431 
Payments under revolving credit facilities (904) (431)
Debt issuance costs paid (1) (5)
Stock repurchases (26,928) (43,834)
Distribution to noncontrolling interest —  (603)
Net cash provided by (used in) financing activities 5,831  (52,210)
Cash and cash equivalents:
Net decrease in cash and cash equivalents (58,061) (101,986)
Cash and cash equivalents at beginning of period 115,484  179,271 
Cash and cash equivalents at end of period $ 57,423  $ 77,285 
Supplemental disclosures of cash flow information:
Cash paid for interest $ 9,666  $ 9,394 
Net cash paid for income taxes $ 174  $ 23,664 
Period end balance of payables for property, plant, and equipment $ 2,501  $ 5,474 




WABASH NATIONAL CORPORATION
SEGMENTS AND RELATED INFORMATION
(Unaudited - dollars in thousands)


Wabash National Corporation
Three Months Ended June 30, 2025 2024
Units Shipped
New trailers 8,640  9,245 
New truck bodies 3,190  3,925 
Used trailers 30  20 
Three Months Ended June 30, Transportation Solutions Parts & Services Corporate and
Eliminations
Consolidated
2025
New Trailers $ 312,931  $ —  $ (771) $ 312,160 
Used Trailers —  1,120  —  1,120 
Components, parts and service —  32,755  —  32,755 
Equipment and other 87,283  25,869  (371) 112,781 
Total net external sales $ 400,214  $ 59,744  $ (1,142) $ 458,816 
Gross profit $ 28,600  $ 12,800  $ —  $ 41,400 
Income (loss) from operations $ 12,518  $ 9,060  $ (26,329) $ (4,751)
Adjusted income (loss) from operations1
$ 12,518  $ 9,060  $ (21,716) $ (138)
2024
New Trailers $ 383,145  $ —  $ (681) $ 382,464 
Used Trailers —  1,144  —  1,144 
Components, parts and service —  34,453  —  34,453 
Equipment and other 115,560  19,304  (2,315) 132,549 
Total net external sales $ 498,705  $ 54,901  $ (2,996) $ 550,610 
Gross profit $ 74,689  $ 14,969  $ —  $ 89,658 
Income (loss) from operations $ 56,918  $ 12,087  $ (25,242) $ 43,763 
Adjusted income (loss) from operations1
$ 56,918  $ 12,087  $ (25,242) $ 43,763 





1 Adjusted operating income (loss), a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income (loss) under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company’s operating results as they are not indicative of the Company’s core operating results or may obscure trends useful in evaluating the Company’s continuing activities. Accordingly, the Company presents adjusted operating income (loss) excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating income (loss) to provide investors with a better understanding of the Company’s view of our results as compared to prior periods.











WABASH NATIONAL CORPORATION
SEGMENTS AND RELATED INFORMATION
(Unaudited - dollars in thousands)


Wabash National Corporation
Six Months Ended June 30, 2025 2024
Units Shipped
New trailers 14,930  17,745 
New truck bodies 6,190  7,615 
Used trailers 65  35 
Six Months Ended June 30, Transportation Solutions Parts & Services Corporate and
Eliminations
Consolidated
2025
New Trailers $ 563,976  $ —  $ (18,441) $ 545,535 
Used Trailers —  2,620  —  2,620 
Components, parts and service —  64,257  —  64,257 
Equipment and other 183,041  44,822  (569) 227,294 
Total net external sales $ 747,017  $ 111,699  $ (19,010) $ 839,706 
Gross profit $ 37,014  $ 23,389  $ —  $ 60,403 
Income from operations $ 2,720  $ 15,970  $ 291,110  $ 309,800 
Adjusted income (loss) from operations1
$ 2,720  $ 15,970  $ (46,277) $ (27,587)
2024
New Trailers $ 749,303  $ —  $ (1,501) $ 747,802 
Used Trailers —  2,488  —  2,488 
Components, parts and service —  70,083  —  70,083 
Equipment and other 219,830  31,564  (5,881) 245,513 
Total net external sales $ 969,133  $ 104,135  $ (7,382) $ 1,065,886 
Gross profit $ 137,800  $ 28,304  $ —  $ 166,104 
Income (loss) from operations $ 101,173  $ 22,607  $ (50,442) $ 73,338 
Adjusted income (loss) from operations1
$ 101,173  $ 22,607  $ (50,442) $ 73,338 





1 Adjusted operating income (loss), a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income (loss) under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company’s operating results as they are not indicative of the Company’s core operating results or may obscure trends useful in evaluating the Company’s continuing activities. Accordingly, the Company presents adjusted operating income (loss) excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating income (loss) to provide investors with a better understanding of the Company’s view of our results as compared to prior periods.



WABASH NATIONAL CORPORATION
SEGMENT AND COMPANY FINANCIAL INFORMATION
(Unaudited - dollars in thousands)


Adjusted Operating (Loss) Income1
Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 2025 2024
Transportation Solutions
Income from operations $ 12,518  $ 56,918  $ 2,720  $ 101,173 
Adjustments:
N/A —  —  —  — 
Adjusted operating income 12,518  56,918  2,720  101,173 
Parts & Services
Income from operations 9,060  12,087  15,970  22,607 
Adjustments:
N/A —  —  —  — 
Adjusted operating income 9,060  12,087  15,970  22,607 
Corporate
(Loss) income from operations (26,329) (25,242) 291,110  (50,442)
Adjustments:
Missouri legal matter 4,613  —  (337,387) — 
Adjusted operating loss (21,716) (25,242) (46,277) (50,442)
Consolidated
(Loss) income from operations (4,751) 43,763  309,800  73,338 
Adjustments:
Missouri legal matter 4,613  —  (337,387) — 
Adjusted operating (loss) income $ (138) $ 43,763  $ (27,587) $ 73,338 





1 Adjusted operating (loss) income, a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company’s operating results as they are not indicative of the Company’s core operating results or may obscure trends useful in evaluating the Company’s continuing activities. Accordingly, the Company presents adjusted operating (loss) income excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating (loss) income to provide investors with a better understanding of the Company’s view of our results as compared to prior periods.



WABASH NATIONAL CORPORATION
RECONCILIATION OF GAAP FINANCIAL MEASURES TO
NON-GAAP FINANCIAL MEASURES
(Unaudited - dollars in thousands, except per share amounts)

Adjusted EBITDA1:
Three Months Ended June 30, Six Months Ended June 30,
  2025 2024 2025 2024
Net (loss) income $ (9,603) $ 29,204  $ 221,593  $ 47,491 
Income tax (benefit) expense (2,692) 9,768  75,409  16,191 
Interest expense 5,308  4,948  10,334  9,936 
Depreciation and amortization 14,070  13,719  29,102  26,455 
Stock-based compensation 2,374  3,372  5,623  6,618 
Missouri legal matter 4,613  —  (337,387) — 
Impairment and other, net 14  997  (17) 997 
Other, net 33  (1,572) (1,581) (3,181)
Loss from unconsolidated entity 2,203  1,415  4,045  2,901 
Adjusted EBITDA $ 16,320  $ 61,851  $ 7,121  $ 107,408 
Adjusted Net (Loss) Income Attributable to Common Stockholders2:
Three Months Ended June 30, Six Months Ended June 30,
  2025 2024 2025 2024
Net (loss) income attributable to common stockholders $ (9,589) $ 28,958  $ 221,352  $ 47,125 
Adjustments:
Missouri legal matter 4,613  —  (337,387) — 
Tax effect of aforementioned items (1,163) —  85,090  — 
Adjusted net (loss) income attributable to common stockholders $ (6,139) $ 28,958  $ (30,945) $ 47,125 
Adjusted Diluted (Loss) Earnings Per Share2:
Three Months Ended June 30, Six Months Ended June 30,
  2025 2024 2025 2024
Diluted (loss) earnings per share $ (0.23) $ 0.64  $ 5.21  $ 1.03 
Adjustments:
Missouri legal matter 0.11  —  (7.95) — 
Tax effect of aforementioned items (0.03) —  2.01  — 
Adjusted diluted (loss) earnings per share $ (0.15) $ 0.64  $ (0.73) $ 1.03 
Weighted average diluted shares outstanding (in thousands) 41,753  45,365  42,458  45,751 




1 Adjusted EBITDA includes noncontrolling interest & excludes loss from unconsolidated entity and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, the Missouri legal matter, impairment and other, net, and other non-operating income and expense. Management believes providing adjusted EBITDA is useful for investors to understand the Company’s performance and results of operations period to period with the exclusion of the items identified above. Management believes the presentation of adjusted EBITDA, when combined with the GAAP presentations of operating (loss) income and net (loss) income, is beneficial to an investor’s understanding of the Company’s operating performance.
2 Adjusted net (loss) income attributable to common stockholders and adjusted diluted (loss) earnings per share reflect an adjustment for the Missouri legal matter and the related tax effect of that adjustment.





WABASH NATIONAL CORPORATION
RECONCILIATION OF FREE CASH FLOW1
(Unaudited - dollars in thousands)

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net cash (used in) provided by operating activities $ (15,834) $ 11,022  $ (16,106) $ (6,388)
Cash payments for capital expenditures (6,227) (17,103) (14,925) (36,288)
Expenditures for revenue generating assets (741) —  (20,885) — 
Free cash flow1
$ (22,802) $ (6,081) $ (51,916) $ (42,676)



1 Free cash flow is defined as net cash (used in) provided by operating activities minus cash payments for capital expenditures minus expenditures for revenue generating assets. Management believes providing free cash flow is useful for investors to understand the Company’s performance and results of cash generation period to period with the exclusion of the item identified above. Management believes the presentation of free cash flow, when combined with the GAAP presentations of cash (used in) provided by operating activities, is beneficial to an investor’s understanding of the Company’s operating performance.



WABASH NATIONAL CORPORATION
RECONCILIATION OF ADJUSTED SEGMENT EBITDA1
AND ADJUSTED SEGMENT EBITDA MARGIN1
(Unaudited - dollars in thousands)


Transportation Solutions Parts & Services
Three Months Ended June 30, 2025 2024 2025 2024
Income from operations $ 12,518  $ 56,918  $ 9,060  $ 12,087 
Depreciation and amortization 11,686  12,089  1,265  516 
Adjusted segment EBITDA $ 24,204  $ 69,007  $ 10,325  $ 12,603 
Adjusted segment EBITDA margin 6.0  % 13.8  % 17.3  % 23.0  %
Transportation Solutions Parts & Services
Six Months Ended June 30, 2025 2024 2025 2024
Income from operations $ 2,720  $ 101,173  $ 15,970  $ 22,607 
Depreciation and amortization 24,384  23,421  2,417  1,062 
Adjusted segment EBITDA $ 27,104  $ 124,594  $ 18,387  $ 23,669 
Adjusted segment EBITDA margin 3.6  % 12.9  % 16.5  % 22.7  %





1 Adjusted segment EBITDA, a non-GAAP financial measure, includes noncontrolling interest & excludes loss from unconsolidated entity and is calculated by adding back segment depreciation and amortization expense to segment operating income, and excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income under GAAP, but that management would not consider important in evaluating the quality of the Company’s segment operating results as they are not indicative of each segment's core operating results or may obscure trends useful in evaluating the segment's continuing activities. Adjusted segment EBITDA margin is calculated by dividing Adjusted segment EBITDA by segment total net sales.