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Get filing alertsWabash launches $100M convertible notes offering amid Q2 loss of $23-26M on 8-10% revenue decline
Filed July 14, 2026 · Period ending July 14, 2026 · ~2 min read
Key Changes
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Wabash commenced a private offering of $100M convertible senior notes due 2032 (with up to $15M greenshoe) to qualified institutional buyers, intending to use proceeds for general corporate purposes including debt repayment.
Exhibit 99.2 view on EDGAR → -
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Preliminary Q2 2026 results show net sales of $413-421M (down 8-10% YoY) and a net loss of $23-26M versus $9.6M loss in Q2 2025; adjusted EBITDA swung from positive $16.3M to negative $9.7-12.6M.
Exhibit 99.1 view on EDGAR → -
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Wabash received commitments to amend and extend $275M of its $350M revolving credit facility, adding a $90M minimum liquidity requirement, a $40M availability block, and conditionally suspending the fixed charge coverage ratio covenant.
Exhibit 99.1 view on EDGAR → -
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The company amended its credit agreement to permit up to $150M in additional debt through the convertible notes offering, incremental to existing permitted indebtedness.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Wabash disclosed it intends to refinance, extend, renew, exchange or replace some or all of its $400M 4.50% Senior Notes due 2028 and is actively considering alternatives, though no assurance was provided on timing or terms.
Exhibit 99.1 view on EDGAR →
Summary
Wabash National is raising capital through a $100 million convertible notes offering while simultaneously restructuring its credit facilities, moves that come as the company reports a significant deterioration in Q2 2026 operating performance.
The preliminary quarterly results show revenue down 8-10% year-over-year and a net loss more than doubling from the prior year, with adjusted EBITDA swinging from positive $16.3 million to a loss of $9.7-12.6 million.
The company is addressing near-term liquidity and covenant concerns by amending its revolving credit facility to add a $90 million minimum liquidity requirement and a $40 million availability block while conditionally suspending the fixed charge coverage ratio covenant. The convertible notes offering and credit facility amendments appear designed to provide breathing room as Wabash navigates weaker operating conditions. The company also disclosed plans to refinance its $400 million of senior notes due 2028, though it provided no specifics on timing or terms. The backlog of over $950 million provides some revenue visibility, but the sharp Q2 deterioration and the defensive nature of the capital structure moves—tighter liquidity requirements, availability blocks, suspended covenants—signal the company is managing through a challenging period. Retail holders should watch for the full Q2 earnings release to assess whether the weakness is cyclical or reflects deeper competitive or operational issues, and for details on the 2028 notes refinancing plan given the company's elevated leverage and weakened cash generation.
Section-by-Section Diff
Event · Exhibit 99.2
Added in current filing · view on EDGAR →
The notes and the note guarantees will be senior, unsecured obligations of Wabash and the guarantors, respectively. The notes will accrue interest payable semi-annually in arrears and will mature on August 1, 2032, unless earlier converted, redeemed or repurchased. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Wabash will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, par value $0.01 per share (“common stock”), or a combination of cash and shares of its common stock, at Wabash’s election.
The notes will be redeemable, in whole, but not in part, for cash at Wabash’s option at any time, and from time to time, on or after August 6, 2029 and on or before the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of Wabash’s common stock equals or exceeds 130% of the conversion price for a specified period of time.
The notes are senior unsecured obligations with semi-annual interest payments and a six-year maturity. Wabash can redeem the notes starting August 2029 if its stock price reaches at least 130% of the conversion price for a specified period, giving the company flexibility to retire the debt early if its equity performs well. Conversion settlement method is at the company's discretion, which affects potential dilution to existing shareholders.
Added in current filing · view on EDGAR →
Wabash intends to use the net proceeds from the Offering for general corporate purposes, including repaying amounts outstanding under its existing credit agreement.
The company plans to use proceeds for general corporate purposes, including paying down existing credit facility debt. This suggests a refinancing component to the transaction, potentially improving the company's debt maturity profile or reducing near-term obligations.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
The Company’s estimates of net sales for the second quarter of 2026 were between $421 million and $413 million, reflecting an 8% to 10% decrease compared to the same quarter of the previous year. The Company’s estimates of net loss for the second quarter of 2026 were between $23 million and $26 million. The Company’s estimates of net loss attributable to common stockholders for the second quarter of 2026 amounted to between $24 million and $26 million and its estimates of adjusted net loss attributable to common stockholders for the second quarter of 2026 amounted to between $22 million and $25 million. The Company’s estimate of GAAP diluted loss per share for the second quarter of 2026 was between $(0.57) and $(0.63) or $(0.54) and $(0.60) on a non-GAAP adjusted basis.
Wabash National reported preliminary Q2 2026 net sales of $413-421 million, down 8-10% from $458.8 million in Q2 2025. The company posted a net loss of $23-26 million versus a $9.6 million loss in the prior year quarter. Adjusted EBITDA swung from positive $16.3 million in Q2 2025 to negative $9.7 to $12.6 million in Q2 2026. The results include facility idling and related costs of $1.8 million.
Added in current filing · view on EDGAR →
As of June 30, 2026, total Company backlog was expected to be in excess of $950 million.
The company disclosed that its total backlog as of June 30, 2026 exceeded $950 million. This provides visibility into future revenue potential, though the filing does not provide a prior-period comparison.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 14, 2026, the Company issued a press release relating to the commencement of the Offering.
Wabash National announced the commencement of an offering of convertible notes. The filing does not disclose the size, pricing terms, or maturity of the notes, stating only that the offering was announced via press release. The notes will be convertible into shares of the company's common stock.
Added in current filing · verify on EDGAR →
statements regarding the completion of the Offering; the proposed terms of the Offering; the expected amount and intended use of the proceeds; our preliminary unaudited estimated financial results for the three months ended June 30, 2026; the
consummation of negotiations with lenders under our existing credit agreement; and the consummation of any refinancing, extension, renewal, exchange or replacement of our outstanding senior notes.
The filing indicates that forward-looking statements include the intended use of proceeds and potential refinancing activities. The company references ongoing negotiations with lenders under its existing credit agreement and potential refinancing of outstanding senior notes, suggesting the offering proceeds may be used for debt management purposes.
Added in current filing · verify on EDGAR →
Neither this Report nor the press release attached hereto as Exhibit 99.2 constitutes an offer to sell or a solicitation of an offer to buy the Notes, any shares of the Company’s common stock issuable upon conversion of the Notes, or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction, in which such an offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum.
The notes offering will be conducted as a private placement rather than a public offering, with terms to be provided only through a private offering memorandum. This structure typically limits the offering to qualified institutional buyers and accredited investors.
Event · Item 7.01 — Regulation FD Disclosure
Wabash National disclosed preliminary Q2 2026 financial information in connection with a convertible notes offering.
Added in current filing · verify on EDGAR →
The Company is disclosing under Item 7.01 of this Report the information contained in Exhibit 99.1, which information is incorporated by reference herein. The information contained in Exhibit 99.1 is excerpted from a preliminary offering memorandum that is being disseminated in connection with the Offering and includes (i) certain information not previously disclosed by the Company and (ii) the preliminary unaudited financial information of the Company as of June 30, 2026 as described under Item 2.02 of this Report.
Wabash National is conducting a private offering of convertible notes and has disclosed preliminary unaudited financial information as of June 30, 2026 in connection with that offering. The disclosure includes information not previously made public by the company. The filing explicitly states this is not an offer to sell securities but rather a Regulation FD disclosure of information being shared with potential investors in the offering memorandum.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Neither this Report nor the information furnished as Exhibit 99.1 hereto constitutes an offer to sell or a solicitation of an offer to buy the Notes, any shares of the Company’s common stock issuable upon conversion of the Notes, or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction, in which such an offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum.
The company clarifies that this 8-K filing is not itself an offer to sell the convertible notes or the underlying common stock. The actual offering will be conducted through a separate private offering memorandum. This is standard legal language for companies disclosing information related to ongoing securities offerings.
Event · Item 2.02 — Results of Operations and Financial Condition
Wabash National announces planned offering of convertible senior notes due 2032 and discloses preliminary Q2 2026 unaudited financial results.
Added in current filing · verify on EDGAR →
On July 14, 2026, the Company announced its intention to offer, subject to market conditions and other factors, convertible senior notes due 2032 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
Wabash National announced its intention to offer convertible senior notes due 2032 in a private placement to qualified institutional buyers under Rule 144A. The offering is subject to market conditions and other factors. The company has not disclosed the size of the offering, interest rate, conversion terms, or intended use of proceeds.
Added in current filing · verify on EDGAR →
In connection with the Offering, the Company provided the disclosure attached as Exhibit 99.1 to this Report for the purpose of supplementing and updating disclosures contained in the Company’s prior filings with the Securities and Exchange Commission, which includes certain preliminary unaudited financial information of the Company as of June 30, 2026.
The company disclosed preliminary unaudited financial information as of June 30, 2026 in connection with the convertible notes offering. The specific financial metrics are contained in Exhibit 99.1 under the heading "Recent Developments—Preliminary Unaudited Estimated Financial Results for the Three Months Ended June 30, 2026" but are not detailed in the main 8-K body.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 14, 2026, Wabash National Corporation (the “Company”) entered into a Fifth Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) among the Company, certain of its subsidiaries as borrowers, certain of its subsidiaries as guarantors, the lenders party thereto and Wells Fargo Capital Finance, LLC, as the administrative agent, which amended the Company’s existing Second Amended and Restated Credit Agreement dated as of December 21, 2018
The company amended its existing credit agreement with Wells Fargo Capital Finance as administrative agent. This is the fifth amendment to the credit facility originally established in December 2018.
Added in current filing · verify on EDGAR →
permit the incurrence of additional indebtedness in the form of the Offering of the Notes (each as defined below) in an aggregate outstanding principal amount not to exceed $150 million, which amount is in addition to all existing permitted indebtedness under the Credit Agreement
The amendment permits Wabash to incur up to $150 million in additional debt through a notes offering. This debt capacity is incremental to all existing permitted indebtedness under the credit agreement, expanding the company's borrowing flexibility.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 20, 2026 · How we verify