Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when WNC files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsWabash National prices $150M convertible notes at 4.00%, convertible at $16.75/share
Filed July 20, 2026 · Period ending July 16, 2026 · ~1 min read
Key Changes
-
high
Issued $150M in 4.00% convertible senior notes due 2032, upsized from $100M originally announced; notes convertible at $16.75/share, a 32.5% premium to July 15 closing price of $12.64.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
Full conversion would issue up to 11.9M shares (initial rate 79.1139 shares per $1,000 principal), representing potential dilution to existing shareholders; company can settle conversions in cash, stock, or combination.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR → -
medium
Net proceeds of approximately $122M (or $141M if greenshoe fully exercised) will fund general corporate purposes, including repaying amounts under existing credit agreement.
Exhibit 99.1 view on EDGAR → -
medium
Notes redeemable at company's option starting August 2029 if stock trades at or above 130% of conversion price for 20 of 30 trading days; also redeemable if less than 15% of original principal remains outstanding.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Wabash National completed a $150 million convertible debt offering, upsizing from the initially announced $100 million after underwriters exercised their full $20 million option. The 4.00% senior notes mature in 2032 and are convertible at $16.75 per share, a 32.5% premium to the stock's July 15 closing price of $12.64.
The company will use net proceeds of approximately $122 million primarily to repay existing credit facility debt and for general corporate purposes. The conversion terms create potential dilution of up to 11.9 million shares if all noteholders convert, though the company retains flexibility to settle conversions in cash, stock, or a combination.
The 32.5% conversion premium provides a meaningful buffer before conversion becomes economically attractive to noteholders. Starting August 2029, Wabash can call the notes if the stock sustains a price at or above 130% of the conversion price, giving management an exit if the equity performs well. The offering strengthens the balance sheet by refinancing existing debt at a fixed 4.00% rate while preserving optionality around equity dilution.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.
Event · Exhibit 99.1
Wabash priced $130M convertible senior notes due 2032 at 4.00% interest, convertible at $16.75/share, to repay debt and fund general corporate purposes.
Added in current filing · view on EDGAR →
Wabash (NYSE: WNC), a leader in end-to-end supply chain solutions for the transportation, logistics and infrastructure markets, announced today the pricing of its upsized private offering (the “Offering”) of $130 million aggregate principal amount of 4.00% convertible senior unsecured notes due 2032 (the “notes”), which was upsized from the previously announced $100 million aggregate principal amount of notes, to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In addition, Wabash granted the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $20 million aggregate principal amount of the notes. The Offering is expected to close on July 20, 2026, subject to customary closing conditions.
Wabash priced a private offering of $130 million in convertible senior notes, upsized from the originally announced $100 million. The notes carry a 4.00% annual interest rate and mature in 2032. Initial purchasers also received an option to buy up to an additional $20 million in notes within 13 days of issuance. The offering is expected to close July 20, 2026.
Added in current filing · view on EDGAR →
The initial conversion rate is 59.7086 shares of common stock per $1,000 principal amount of the notes, which represents an initial conversion price of approximately $16.75 per share of Wabash’s common stock. The initial conversion price represents a premium of approximately 32.50% to the last reported sale price of $12.64 per share of the common stock on The New York Stock Exchange on July 15, 2026.
The notes are convertible at an initial rate of 59.7086 shares per $1,000 principal, equivalent to a conversion price of approximately $16.75 per share. This represents a 32.50% premium to the July 15, 2026 closing stock price of $12.64. Noteholders can convert under certain circumstances before May 1, 2032, and at any time thereafter until two trading days before maturity. Wabash can settle conversions in cash, stock, or a combination at its election.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Wabash National issued convertible notes with guarantees to institutional buyers, initially convertible into up to 11.9M shares.
Added in current filing · verify on EDGAR →
The Company offered and sold the Notes and Guarantees to the initial purchasers in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.
Wabash National completed a private placement of convertible notes with guarantees to institutional buyers under Securities Act exemptions. The notes were sold to initial purchasers who then resold them to qualified institutional buyers under Rule 144A. This is a debt financing that provides the company with capital while giving noteholders the option to convert into equity.
Added in current filing · verify on EDGAR →
To the extent that any shares of the Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a) (9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of the Common Stock.
Any shares issued upon note conversion will be exempt from Securities Act registration under Section 3(a)(9) because no commissions or other compensation will be paid in connection with the conversion. This exemption allows the company to issue shares upon conversion without a separate registration process, streamlining the conversion mechanism for noteholders.
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 20, 2026, Wabash National Corporation (the “Company”) completed its previously announced private unregistered offering (the “Offering”) of $130 million in aggregate principal amount of 4.00% Convertible Senior Notes due 2032 (the “Initial Notes”). On July 16, 2026, the initial purchasers in the Offering exercised their option to purchase an additional $20 million in aggregate principal amount of the Company’s 4.00% Convertible Senior Notes due 2032 (together with the Initial Notes, the “Notes”), bringing the total aggregate principal amount of the Notes to $150 million.
Wabash National completed a $150 million convertible debt offering, consisting of $130 million initially plus $20 million from the underwriters' option exercise. The notes mature in 2032 and carry a 4.00% annual interest rate, payable semi-annually starting February 2027. These are senior unsecured obligations guaranteed by the company's subsidiaries.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jul 21, 2026 · How we verify