Offering 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.

The notes and the note guarantees will be senior, unsecured obligations of Wabash and the guarantors, respectively. The notes will bear interest at a rate of 4.00% per year payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The notes will mature on August 1, 2032, unless earlier converted, redeemed or repurchased. Before May 1, 2032, noteholders will have the right to convert their notes in certain circumstances and during specified periods. From and after May 1, 2032, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. 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 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 conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. The notes will be redeemable, in whole, but not in part (subject to certain limitations), 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 redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the notes will be redeemable at any time if the aggregate principal amount of the notes that remains outstanding is less than 15% of the aggregate principal amount of the notes initially issued in the Offering and certain other conditions are satisfied.

Wabash estimates that the net proceeds from the Offering of the notes will be approximately $122 million (or approximately $141 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and estimated offering expenses payable by Wabash. Wabash intends to use the net proceeds from the Offering for general corporate purposes, including repaying amounts outstanding under its existing credit agreement.