8-K current report · filed Jul 20, 2026

WABASH NATIONAL Corp (WNC) 8-K Current Report: July 20, 2026

Item 1.01Item 2.03Item 8.01Item EX-99.1WNC overview

Short answer

WABASH NATIONAL Corp (WNC) filed an 8-K current report with the SEC on July 20, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 2.03 (Creation of a Direct Financial Obligation), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). Convertible Notes carry potential equity dilution of up to 11,867,085 common shares.

WABASH NATIONAL Corp 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • Convertible Notes carry potential equity dilution of up to 11,867,085 common shares
  • Initial conversion rate 79.1139 shares per $1,000 principal amount
  • Conversion shares unregistered, limiting resale absent registration or an applicable exemption
  • Securities sold privately under Section 4(a)(2) and Rule 144A to qualified institutional buyers

Item 8.01 · Other Events

  • Wabash National priced notes on July 16, 2026, creating a new financing event for investors to assess
  • Exhibit 99.1 contains the press release and likely the material pricing terms
  • Notes include guarantees and potential common-stock conversion, creating debt and dilution considerations

Item EX-99.1 · Exhibit EX-99.1

  • $130M convertible senior notes priced, upsized from $100M, with potential $20M additional purchase option
  • 4.00% annual interest, semiannual payments, and August 1, 2032 maturity
  • Initial conversion price approximately $16.75 per share, a 32.50% premium to WNC’s $12.64 price
  • Approximately $122M net proceeds, or $141M if the option is fully exercised, primarily for general corporate purposes and credit-agreement repayment
  • Potential future dilution through conversion at 59.7086 shares per $1,000 principal amount, while adding long-term debt obligations

Other items in this filing:

  • Item 2.03: Creation of a Direct Financial Obligation

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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