WNC 10-K & 10-Q changes, risk factors and insider trading

The highly cyclical nature of our business and the impact of economic conditions on markets, customers and demand for our products may have a material adverse effect on our business, financial condition, cash flows and results of operations.

The truck trailer manufacturing industry historically has been, and is expected to be, cyclical and is affected by overall economic conditions.conditions, Customersincluding historicallyvariability replacedriven trailersby insupply cycleschain that run from five to 12 years, depending on service and trailer type.inconsistency. Poor economic conditions can adversely affect demand for new trailers and historically led to an overall aging of trailer fleets beyond a typical replacement cycle. Thethe steps we have taken to diversify our product offerings through the implementation of our strategic plan do not insulate us from cyclicality or changes in demand. Demand for our products is sensitive to changes in economic conditions, including changes related to unemployment, consumer confidence and income, new housing starts, industrial production, inflationary pressures, government regulations such as federal hours-of-service rules, truck safety, limitations on vehicle weight, size, and configuration, and federal emissions standards.

An economic downturn and the status of economic conditions periodically has, and could have in the future, an adverse effect on the ability of customers to meet their contractual terms or payment obligations, truck freight, sales volumes and the demand for, and the pricing of, our products, and could have a material adverse effect on our profitability, ability to meet our payment and other obligations under our outstanding debt agreements, business, financial condition, cash flows and results of operations. In addition, anti-dumping actions we may pursue to counter government subsidies to, and dumping by, foreign competitors that could impact our trailer production and pricing may prove to be ineffective. Our ability to sustain or increase profitability in the future also depends on factors including our overall trailer volumes, gross margins, momentum on our product diversification efforts, collection of amounts owed from customers and management of expenses.

We have longstanding relationships with a number of large customers. We do not have long-term agreements with all of these customers. Our success is dependent, to a significant extent, upon the continued strength of these relationships and the growth of our core customers. We often are unable to predict the level of demand for our products from these customers, or the timing of their orders. In addition, the same economic conditions that adversely affect us also often adversely affect our customers. Furthermore, we are subject to a concentration of risk as our five largest customers together accounted for approximately 42%35% of our aggregate net sales in 2024. Our largest customer accounted for 15% and 12% of our aggregate net sales in 2024 and 2023, respectively.2025. No individual customer accounted for more than 10% of our aggregate net sales in 2022.2025 and international sales accounted for less than 10% in 2025. The loss of or change to the relationship with a significant customer, post-sale disputes or unexpected changes or delays in product purchases could have a material adverse effect on our business, financial condition, cash flows and results of operations.

We depend on a number of information technologies, some of which are managed by third parties, to integrate departments and functions, enhance the ability to service customers, improve our control environment, and manage our cost reduction initiatives. We also collect and store certain sensitive data in data centers owned by third parties and on information technology networks. The secure maintenance and operation of these data centers and information technology networks is critical for our business operations and strategy. We have put in place a number of systems, processes, and practices designed to protect against the failure of our technologies, as well as the misappropriation, exposure or corruption of the information stored thereon. Maintaining and enhancing these cybersecurity systems, processes and practices may increase our costs. Service disruptions or intentional actions such as intellectual property theft, cyber-attacks, unauthorized access, or malicious software, may lead to such misappropriation, exposure or corruption if our protective measures prove to be inadequate. Any issues involving these critical business applications and infrastructure may adversely impact our ability to manage operations and the customers we serve. Increasing use of artificial intelligence may increase these risks. We could also encounter violations of applicable law or reputational damage from the disclosure of confidential business, supplier, customer, or employee information or the failure to protect the privacy rights of our employees in their personal identifying information. In addition, the disclosure of non-public information could lead to the loss of our intellectual property and diminished competitive advantages. Should any of the foregoing events occur, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future, any of which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

The industries in which we participate are highly competitive. We compete with other manufacturers of varying sizes, some of which have substantial financial resources.resources, may be violating anti-dumping laws, or may be benefitting from subsidization in their home countries. Manufacturers compete primarily on product quality, customer relationships, service availability and price. Additionally, we face increasing competition to develop innovative products that result in lower emissions. Manufacturing over-capacity and some of our competitors’ high leverage, along with bankruptcies, economic downturn and financial stresses that affected the industry, have in the past contributed, and may in the future contribute to significant pricing pressures.

Our joint venture arrangement to createwholly own Linq Venture Holdings LLC and related agreements areis subject to risks and we may fail to realize all of the expected enhanced revenue, earnings and cash flows.

If we are not able to successfully complete our digital marketplace strategy and transition of the related business,strategy, the anticipated enhanced revenue, earnings and cash flows resulting from this joint venturesubsidiary may not be realized fully or may take longer to realize than expected. Our participation in this joint venture is also subject to the risks that put/call arrangements and other joint venture exit rights could require us to utilize our cash flow, incur additional indebtedness or issue stock to satisfy the payment obligations in respect of such arrangements. As of December 31, 2024, $11.1 million was outstanding under the Wabash Notes.

The U.S. government previously announced, and in some cases implemented, an approach to trade policy that includes renegotiating or potentially terminating certain trade agreements, as well as implementing, increasing or reinstating tariffs on foreign goods and raw materials such as steel and aluminum. These tariffs and potential tariffs have resulted, and may further result, in increased prices for certain imported goods and raw materials.materials and retaliatory tariffs and trade measures from other countries. While we source most of our materials and components domestically, tariffs and potential tariffs have caused, and may continue to cause, price increases and volatility for domestically sourced goods and materials required for our products, particularly aluminum and steel. When the costs of our components and raw materials increase, we may not be able to hedge or pass on these costs to our customers, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

As a manufacturer of products widely used in commerce, we are subject to product liability claims and litigation, as well as warranty claims. From time-to-time claims may involve material amounts and novel legal theories, and any insurance we carry may not provide adequate coverage to insulate us from material liabilities for these claims, or we may not be able to maintain this insurance on our preferred terms or at an acceptable cost. Additionally, we are,have been, and may in the future be, party to safety-related litigation that has and could in the future materially and adversely affect our financial condition, results of operations and cash flows. Our strategy has been, and continues to be, to mount a vigorous defense against such claims. We cannot predict with certainty the extent to which we will be successful in litigating or otherwise resolving these claims in the future, and we continue to evaluate different strategies related to the safety-related claims filed against us. Even if lawsuits are decided in our favor, or are unfounded, we may incur material expenses and reputational damage. Such matters may also require significant management attention. Unfavorable rulings, judgments or settlement terms or any increases in product recalls or warranty claims could have a material adverse impact on our business and financial condition, results of operations and cash flows.

Our ability to fund our working capital needs and capital expenditures, and our ability to pay dividends on our common stock, is limited by the net cash provided by operations, cash on hand and available borrowings under our Revolving Credit Agreement (as defined below). Declines in net cash provided by operations, increases in working capital requirements necessitated by an increased demand for our products and services, decreases in the availability under the Revolving Credit Agreement or changes in the credit our suppliers provide to us, could rapidly exhaust our liquidity.

If our cash flows and capital resources are insufficient to fund our debt service obligations, and other cash requirements, we could face substantial liquidity problems and be forced to reduce or delay capital expenditures or to sell assets or operations, seek additional capital or restructure or refinance our indebtedness. We may not be able to affect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet our scheduled debt service obligations. Rising interest rates, along with actions by credit ratings agencies, such as downgrades or negative changes to our ratings outlook, may also reduce our ability to access the capital markets and/or increase our cost of capital either of which could have material adverse effects on our financial condition and cash flows. The indenture governing the Senior Notes and the Revolving Credit Agreement (each, as defined below) restrict (a) our ability to dispose of assets and use the proceeds from any such dispositions and (b) the Company’s and our subsidiaries’ ability to raise debt or certain equity capital to repay our indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain sufficient proceeds to meet any debt service obligations then due.

If we cannot make scheduled payments on our debt, it will be in default and, as a result, holders of our outstanding debt could declare all outstanding principal and interest to be due and payable, the lenders under the Revolving Credit Agreement could terminate their commitments to loan money, our secured lenders could foreclose against the assets securing such borrowings and we could be forced into bankruptcy or liquidation.

Our Senior Notes indenture and Revolving Credit Agreement contain restrictive covenants that, if breached, could limit our financial and operating flexibility and subject us to other risks.

Our Senior Notes indenture and Revolving Credit Agreement include customary covenants limiting our ability to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. Under our Revolving Credit Agreement, we are required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the facility is less than the greater of (a) 10% of the lesser of (i) the total revolving commitments and (ii) the borrowing base (such lesser amount, the “Line Cap”) and (b) $25 million.

If availability under the Revolving Credit Agreement is less than the greater of (i) 10% of the Line Cap and (ii) $25 million for three consecutive business days, if there exists an event of default, amounts in any of the Borrowers’ and the Guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and applied to reduce the outstanding amounts under the facility.

As of December 31, 2024,2025, we believe we are in compliance with the provisions of our Senior Notes indenture and our Revolving Credit Agreement. Our ability to comply with the various terms and conditions in the future may be affected by events beyond our control, including prevailing economic, financial and industry conditions.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the matters that we consider to be important to understanding the results of our operations for the years ending December 31, 20242025 and December 31, 2023.2024. In addition, we address our capital resources and liquidity as of December 31, 2024.2025. Our discussion begins with our assessment of the condition of the North American trailer industry along with a summary of the actions we have taken to strengthen the Company. We then analyze the results of our operations for the last two years, including trends in the overall business and our operating segments, followed by a discussion of our cash flows and liquidity, capital market events, our debt obligations, and our contractual commitments. We conclude with a review of critical accounting judgments and estimates and information on recent accounting pronouncements that we adopted during the year, if any, as well as those not yet adopted that may have ana material impact on our financial accounting practices, if any.

For a discussion of results of operations for the year ended December 31, 20232024 compared to the results of operations for the year ended December 31, 2022,2023, see Part II, Item 7,—”Management's Discussion and Analysis of Financial Condition and Results of Operations” of our 20232024 Annual Report on Form 10-K, filed with the SEC on February 22,18, 2024.2025.

In 2024,2025, the company continued to build on our record setting financial and strategic accomplishments of 20232024 by demonstrating improved resilience during an industry down-cycle and maintaining a forward posture by continuing to invest in strategic growth in a manner that's unprecedented relative to market conditions. Operating lossprofit in 20242025 totaled $356.1$307.5 million and the operating margin was (18.3)%.19.9%. The Company’s operating lossprofit includes a $450.0$418.6 million non-cash charge for punitive damages stemming from the Product Liability Matter as further described in Note 1415 in the Notes to Consolidated Financial Statements. Additional discussion related to financial results are included in the “Results of Operations” section below.

Throughout 2024,2025, we have continued to create more points of connection with our customers with greater focus on Parts & Services as well as innovative offerings like Trailers as a Service (TaaS)℠ that allow us to add recurring, longer-term value beyond an initial transaction. These advancements have not only deepened our customer engagement but have also enriched our collaborations with supplier and technology partners. We have solidified specific partnerships that are enabling us to grow our recurring revenue within the transportation, logistics and infrastructure ecosystem. Our Wabash Parts joint venture rapidly established significant distribution capabilities that allow our dealer network efficient access to our comprehensive portfolio of aftermarket parts. In 2025, Wabash exercised its option to acquire its joint venture partner’s 51% membership interest in Linq Venture Holdings, LLC, a transaction that makes it a wholly-owned subsidiary. Linq Venture Holdings, LLC continues to play a crucial role in advancing our digital capabilities, which aim to revolutionize the online experience for our dealers, traditional and non-traditional suppliers of both parts and services and a broad set of customers spanning across the vast transportation and logistics landscape. Additionally, our 2023 investment to add 20% more dry van manufacturing capacity at our Lafayette facility has reinforced our go-to-market strategy with a portfolio-based selling approach that leverages the breadth of our products.

Throughout 2024,2025, we demonstrated our commitment to being responsible stewards of the business by maintaining a balanced approach to capital allocation. The resilience of our operations and our strong financial position provided us the opportunity to take specific actions as part of our ongoing commitment to prudently manage the overall financial risks of the Company, returning capital to our shareholders, and deleveragingoptimizing our balancecapital sheet.structure for long-term growth. These actions included repurchasing $64.4$30.9 million (inclusive of excise tax) of common stock under the share repurchase program approved by our Board of Directors and paying dividends of $14.8$13.8 million. In addition, as further described in the “Liquidity and Capital Resources” section below, in September 2022 we amended our Revolving Credit Agreement. The amendment increased the total credit facility to $350 million, extended the maturity to September 2027, which is the nearest maturity date of our long-term debt, and as of December 31, 2024,2025, there werewas no$45.0 amountsmillion outstanding under the Revolving Credit Agreement. Collectively, these actions demonstrate our confidence in the financial outlook of the Company and our ability to generate cash flow, both near and long term, and reinforce our overall commitment to deliver shareholder value while maintaining the flexibility to continue to execute our strategic plan for profitable growth and diversification.

Safety/Morale. The safety of our employees is oura numbercore one priority.value. We demonstrate this core value by working on innovations to protect the people who operate our equipment and partnering with others to promote higher standards in transportation and manufacturing. We continually focus on reducing the severity and frequency of workplace injuries to create a safe environment for our employees and minimize workers compensation costs. We believe that our improved environmental, health, and safety management translates into higher labor productivity and lower costs as a result of less time away from work and improved system management. See the “Human Capital Resources and Management” section in Part I, Item 1, "Business" of this Annual Report on Form 10-K for additional detail on our commitment to safety and human capital.

Quality. Our commitment to quality and safety is backed by a robust concern reporting system and associated processes. Any Wabash employee can report a potential safety-related concern that could cause an unreasonable risk of harm to our customers.harm. Potential or reported safety concerns are routed to a cross-functional Product Safety Team that includes members from Quality, Warranty, Engineering, Sales and Strategic Sourcing. The Product Safety Team investigates submissions and serves as an initial filter of potential safety issues. Issues that need to be escalated are sent to the Product Safety Council, which consists of executive team members who will coach and give final direction to the Product Safety Team. We monitor product quality on a continual basis through a number of means for both internal and external performance as follows:

▪External performance. We actively track our warranty claims and costs to identify and drive improvement opportunities in quality and reliability for our customers. Early life-cyclelifecycle warranty claims for our van trailers are trended for performance monitoring. Using a unit-based warranty reporting process to track performance and document failure rates, early life-cyclelifecycle warranty units per 100 van trailers shipped averaged approximately 2.5, 2.8, 2.6, and 1.82.6 units in 2024,2025, 20232024 and 2022,2023, respectively. Continued low claim rates have been driven by our successful execution of continuous improvement programs centered on process variation reduction and responding to the input from our customers. We expect that these activities will continue to allow us to manage our total warranty cost profile.

▪Through deployment of the Wabash Management System (“WMS”), all of our business reporting segments have focused on increasing velocity at all our manufacturing locations. We have engaged in extensive lean training and over the last threeseveral years have deployed purposeful capital to accelerate our productivity initiatives.

Environment. We have been on a sustainability journey since the Company’s inception. Uniquely incentivized to improve product designs by utilizing new composite materials to reduce the weight and improve the durability of our products, we are a leader in creating value for customers by facilitating improved fuel efficiency and ensuring the quality and longevity of our equipment. We commit to our employees, customerscustomers, and shareholders to manage all ofconduct our business activitiesresponsibly, in a responsible manner with respect forprotect the environment through pollution preventionprevention, and withuphold our highest priority being theemployee health and safety ofas oura employees.core company value. Energy conservation efforts are another critical part of our commitment to continuous improvement and environmental stewardship, and we requiredrive energy conservation efforts across all of our facilities. This policy includes improving operational efficiency as well as upgrading to energy-conserving equipment where possible.

We demonstrate our commitment to sustainability by maintaining ISO 14001 registration of our Environmental Management System at our Lafayette, Indiana; Cadiz, Kentucky; San José Iturbide, Mexico; and Harrison, Arkansas locations. In 2005, our Lafayette, Indiana facility was one of the first trailer manufacturing operations in the world to be ISO 14001 registered. Being ISO 14001 registered requires us to demonstrate quantifiable and third-party verified environmental improvements. In addition, our San José Iturbide, Mexico facility was recognized with Clean Industry certification from Mexico’s Federal Agency of Environmental Protection for adhering to environmental care in its manufacturing processes.

During 2023,2024, our recycling programs and use of recycled materials saved 336,000213,000 cubic yards of landfill spacespace, (a decrease of 2.7% from 2022), 82,122,00053,000,000 kilowatt-hours of electricityelectricity, (a decrease of 4.2% from 2022), 80,00057,800 metric tons of greenhouse gas emissions (a decrease of 3.6% from 2022),emissions, and 40,00031,600 mature trees (an increase of 6.1% from 2021).trees. In addition, in December 2024,2025, we were recognized among Newsweek’s America’s Most Responsible Companies 2025.2026.

Trucking in the U.S., according to the American Trucking Association (“ATA”), was estimated to be a $906 billion industry in 2024, representing a decrease of approximately 4% from ATA’s 2023 estimate. Trailer demand is a direct function of the amount of freight to be transported. To monitor the state of the industry, we evaluate a number of indicators related to trailer manufacturing and the transportation industry. Recent trends we have observed include the following:

Current estimates from ACT and FTR for 20252026 United States trailer production are 217,000183,000 and 234,000,180,000, respectively, representing a decrease of approximately 7.7%6.6% and ana increasedecrease of 4.5%,7.7%, respectively, versus 2024.2025. These estimates are generally in-line with our expectations as trailer manufacturers manage a continued softeningweak of 20252026 demand compared to previous years.years due to the continuing freight recession.

ACT is forecasting annual new trailer production levels for 2026, 2027, 2028, 2029, and 20292030 of approximately 255,000,257,000, 302,000,297,000, 307,000, and 289,000,299,000, respectively. In addition, FTR is forecasting annual new trailer production levelsfor 2027, 2028, 2029 of 280,000approximately in231,000, 2026.291,000, and 298,000, respectively. These estimates are generally more consistent with historical trailer industry production levels, and in some years higher than historical production levels. However, overall economic uncertainty and softeningcontinued soft demand in the industry for certain of our products could continue to impact these estimates. This uncertainty and softeningsoftness are evident in the ACT and FTR forecasts, particularly for 20252026 production. However, we believe that our strategic plan and actions taken over the last several years have positioned us to remain well-suited to adapt to changes in the industry and demand environment due to our strong balance sheet, liquidity profile, and diversification.

▪The Canadian Department of the Environment continues to delay the trailer portions of Canada’s greenhouse gas regulations (“GHG2”), essentially following the California Air Resource Board (“CARB”), who will provide at least a six-month notice prior to commencement of enforcing GHG2. This rule mirrored the EPA GHG2 regulations and would only apply to Wabash trailers registered in Canada.

▪On December 3, 2019, CARB issued an official advisory notifying trailer manufacturers that CARB will be suspending enforcement of GHG2 trailer requirements and will provide at least a six-month written notice prior to commencement of enforcing GHG2. If we were to receive CARB’s six-month advance notice of enforcement, more stringent van trailer standards becamewould potentially become effective infor various model year 2024 and would again in model year 2027years—requiring more advanced fuel efficiency technologies, such as rear boat tails and higher percentage improvement side skirts and tires. CARB continues to suspend enforcement as a six-month written notice has not been issued. We will continue to monitor the status of the regulation.

▪CARB Advanced Clean Fleet (“ACF”) legislation sets requirements for organizations to reduce the overall emissions of the vehicle fleets they operate. These standards applied to fleets owned and operated by Wabash at the Moreno Valley and Perris, California facilities as well as many Wabash customers who own and operate fleets in California. However,In early 2025, CARB recently withdrew a waiver request from EPA and will not enforce ACF regulations for high-priority (large commercial) and drayage fleets. State and local government fleets remain subject to the regulation.

▪CARB’s Advanced Clean Truck (“ACT”) regulations impact the truck body chassis manufacturers that supply to Wabash by setting an annual zero emission sales requirement. Congress has since revoked previously-issued waivers for CARB’s ACT through a Congressional Review Act. This regulation,regulation whileis being challenged by multiple states,states as well as the EPA and DOJ. However, CARB is expectedcontinuing efforts to advance electric vehicle deployment and adoption and has issued a report outlining potential means for doing the same. Wabash will continue to monitor the lawsuits surrounding this regulation while gathering information from customers and suppliers regarding any continued push to drive larger market penetration of electric commercial trucks over the next 10coming years asbeyond requirementsan areimmediate rampedcompliance-only up.driven solution.

▪EPA’s American Innovation and Manufacturing Act (“AIM”) continues to phase-down the production and consumption of hydrofluorocarbons (“HFCs”) in the United States. The AIM Act currently mandates that EPA provide Wabash with application-specific allowances to manufacture EcoNex™ Technology products. Such allowances operate to increase certainty that HFCs are made available to Wabash during the time that the application-specific provisions are active. EPA ishas evaluating extendingextended the allocation program withfor aanother rulefive expectedyears or through 2031. Wabash has not been impacted by any reduction in 2025.availability or increase in cost of HFCs and did not request allowances for 2026 based on current demand as well as existing inventory.

▪While EPA and the National Highway Traffic Safety Administration (“NHTSA”) are unable to regulate trailers due to a previous ruling, which reduces the risk to trailer manufacturers in the near term, CARB continues to seek additional states to join their position in attempting to drive regulation at the state level.

▪We expect that the majority of freight in our industry will continue to be moved by truck and, according to ATA, total freight transportation revenue is expected to increase from an estimated $906$921 trillionbillion in 20242025 to $1.46 trillion in 2035.

▪The expectedongoing transition from diesel tractors (and their coolant systems) to electric or fuel cell vehicles changes how heated or cooled trailers can regulate temperature. This creates a market need for alternate heating and cooling solutions.

▪Oversupply of refrigerated trailers in 2022-2023 has led to a surplus of inventory in the market, which put downward pressure on supply for the majority ofsince 2024. The long-term outlook of the market still remains strong, and there is expected to befollow athe returnsame toindustry normaltrend levelsas bythe earlytotal ortrailer mid-2025.market as demand softness subsides.

TS segment sales, prior to the elimination of intersegment sales, were $1,755.1$1,344.4 million in 2024,2025, a decrease of $583.5$410.8 million, or 24.9%23.4% compared to 2023.2024. The decrease in sales was primarily due to a decline in shipments due to lower demand. New trailers shipped during 20242025 totaled 32,10027,770 compared to 44,45032,100 trailers in prior year, a decrease of 27.8%.13.5%. New truck bodies shipped during 20242025 totaled 14,25510,600 compared to 16,07014,255 truck bodies in prior year, a decrease of 11.3%.25.6%. The decrease in shipments was primarily driven by lower demand due to the softening freight market. Pricing did not see any significant year over year degradation due in part to our continued efforts to tie pricing to key commodity indicators, our curated customer portfolio, and improved pricing processes.

P&S segment sales, prior to the elimination of intersegment sales, were $205.1$237.1 million in 2024,2025, aan decreaseincrease of $15.8$32.1 million, or 7.2%,15.6%, compared to 2023.2024. The overall decreaseincrease in sales for this segment was due primarily to lowerthe sales in our Process Systems and Components businessesgrowth of $13.0 million and $14.4 million, respectively, due to decreased demand. The overall decrease in sales was partially offset by higher sales within our Upfitting Solutionscenters and Servicesour businessTrailers ofas $10.7a million.Service (TaaS)℠ offerings, which combined grew by $24.7 million compared to 2024.

P&S segment cost of sales, prior to the elimination of intersegment sales, was $157.6$192.9 million in 2024,2025, aan decreaseincrease of $4.9$35.3 million, or 3.0%,22.4%, compared to 2023.2024. The decreaseincrease in cost of sales, which was primarily driven by lowerhigher sales, resulted in aan decreaseincrease in materials costs of $13.4$24.8 million, or 11.3%. This was partially23.6%, offset by an increase in labor and employee related costs of $5.4$3.0 million, or 20.7%,10.0%, and an increase in certain other overhead costs associated with increased sales and growth initiatives within the segment.

TS segment gross profit was $25.7 million in 2025 compared to $217.6 million in 2024 compared to $439.9 million in 2023,2024, a decrease of $222.2$191.9 million. Gross profit, as a percentage of net sales prior to the elimination of intersegment sales, was 12.4%1.9% in 20242025 as compared to 18.8%12.4% in 2023,2024, a decrease of 6.4%.10.5%. The overall decrease in gross profit from the prior year period was primarily driven by the decline in shipments across all of our product lines. Various fixedConversion costs that remaineddid constantnot decline as much as sales further reduced gross profit as a percentage of net sales.

P&S segment gross profit was $44.2 million in 2025 compared to $47.5 million in 2024 compared to $58.3 million in 2023.2024. Gross profit, as a percentage of net sales prior to the elimination of intersegment sales, was 23.1%18.6% in 20242025 compared to 26.4%23.1% in 2023,2024, a decrease of 3.3%.4.5%. The overall decrease in gross profit was primarily related toadditional costs associated with business growth and differences in the yearmix overof yearrevenues decreasewithin inthe sales.segment.

General and administrative expenses were $580.7$(286.8) million in 2024,2025, anwhich increasedecreased of $434.0$867.5 million, or 295.9%,149.4%, compared to 2023.2024. The increaseyear-over-year from the prior year perioddecrease was dueprimarily driven by developments related to an increase in professional and outside services costs of $447.3 million, which includes the estimated liability of $450.0 million for the Product Liability Matter, as defined and further described in Note 1415 into the Notes to Consolidated Financial Statements. In 2024, Wabash recorded a $450 million loss related to this matter. In 2025, following a reduction in the judgment, the Company recognized a $418 million gain. This favorable impact was partially offset by aan decreaseincrease in employee-related general and administrative employee-related costs, including benefitswages, benefits, and incentive compensation programs, of approximately $14.4$8.7 million. As a percentage of net sales, general and administrative expenses were 29.8%(18.6)% forin the 2024 period as2025 compared to 5.8%29.8% forin the same period of 2023.2024. The overallyear-over-year increase in general and administrative expenseschange as a percentage of net sales was primarily attributable to the impact of the Product Liability Matter.

Selling expenses were $28.0$24.4 million in 2024,2025, ana increasedecrease of $1.5$3.6 million, or 5.7%,12.8%, compared to 2023.2024. The increasedecrease was primarily attributable to ana increasedecrease in advertising and promotional expense of approximately $3.5$3.1 million, which is due in part to expenses incurred during the 2024 period related to our Ignite Conference. These increases were partially offset by a decrease in sales employee-related costs, including benefits and incentive programs, of approximately $1.7 million. As a percentage of net sales, selling expenses were 1.4%1.6% in 20242025 compared to 1.0%1.4% in 2023.2024. The overall increase in selling expenses as a percentage of net sales was primarily attributable to the increasedecrease in advertisingsales and promotional expense, which outpacedoutpacing the increasedecrease in sales.selling expenses.

Amortization of intangibles was $11.2 million in 2025 compared to $12.0 million in 2024 compared to $12.8 million in 2023.2024. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. In 2024,2025, certaintrademark technology-relatedintangibles intangibleacquired assetsin becameconjunction fullywith amortized.the Trailerhawk acquisition began amortization, and are included in the $11.2 million of spend in 2025 . There were nocertain technology-related intangible assets that became fully amortized 2023.2024.

Interest expense in 20242025 totaled $19.8$21.3 million compared to $19.9$19.8 million in 2023.2024. Interest expense relates to interest and non-cash accretion charges on our Senior Notes and Revolving Credit Agreement. Interest expense in the current year period wasincreased lowercompared than into the 20232024 period due to lowerborrowing average outstanding balancesactivities under the Revolving Credit Facility.Facility in 2025.

We recognized income tax expense of $71.5 million in 2025 compared to income tax benefit of $93.5 million in 2024 compared to income tax expense of $62.8 million in 2023.2024. The effective tax rate for 20242025 was 24.8%25.3% compared to 21.3%24.8% for 2023.2024. The effective tax rate for both 20242025 and 20232024 differs from the U.S. Federal statutory rate of 21.0% primarily due to the impact of state and local taxes and discrete items, including stock-based compensation. Net cash paidrefunds for income taxes in 20242025 was $29.8$1.3 million compared to net cash paid during 20232024 of $82.6$29.8 million.

Throughout 2024,2025, in keeping with this balanced approach, we repurchased $64.4$30.9 million (inclusive of excise tax) of common stock under the share repurchase program approved by our Board of Directors and paid dividends of $14.8$13.8 million. Additionally, as described in the “Debt Agreements and Related Amendments” section below, in September 2022 we amended our Revolving Credit Agreement. The amendment increased the total revolving commitments to $350 million and extended the maturity to September 2027, the nearest maturity date of our long-term debt. As of December 31, 2024,2025, there werewas no$45.0 amountsmillion outstanding under the Revolving Credit Agreement. Collectively, these demonstrate our confidence in the Company’s long-term financial outlook and ability to generate cash flow both near and long term. They reinforce our commitment to delivering shareholder value while maintaining the flexibility to execute our strategic plan for profitable growth and diversification.

Our liquidity position, defined as cash on hand and available borrowing capacity onunder the Revolving Credit Facility, amountedwas $235.3 million as of December 31, 2025, compared to $421.9 million as of December 31, 2024, comparedrepresenting to $516.1 million as of December 31, 2023, ana decrease of 18%.44%. The decrease in liquidity from the prior year is primarily attributable to a lower cash balance and lower available revolver capacity at December 31, 2024,2025, dueresulting tofrom a reduction in cash provided by operating activities in 20242025 versus 2023.2024. For 2025,2026, we expect to continue our commitment to fund our working capital requirements and capital expenditures from net cash provided by operations or available borrowing capacity under the Revolving Credit Agreement, as needed. Along with these investments, we will also maintain our assets to react to any economic and/or industry changes, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment toand preserve the strength of our balance sheet, while prioritizing the safety of our employees and ensuring the liquidity and financial well-being of the Company.

On October 6, 2021, we closed on an offering of $400 million in aggregate principal amount of our 4.50% unsecured Senior Notes (the “Senior Notes”). The Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among us, certain subsidiary guarantors named therein (the “Guarantors”) and WellsComputershare FargoTrust Bank,Company, National Association,N.A., as trustee (the “Indenture”). The Senior Notes bear interest at the rate of 4.50% and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year. The Senior Notes will mature on October 15, 2028. At any time prior to October 15, 2024, we may redeem some or all of the Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes being redeemed plus an applicable make-whole premium set forth in the Indenture and accrued and unpaid interest to, but not including, the redemption date.

Prior to October 15, 2024, we may redeem up to 40% of the Senior Notes at a redemption price of 104.500% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the proceeds of certain equity offerings, provided that after any such redemption, at least 60% of the aggregate principal amount of the Senior Notes remain outstanding. On and after October 15, 2024, weWe may redeem some or all of the Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.250% for the twelve-month period beginning on October 15, 2024, 101.125% for the twelve-month period beginning October 15, 2025 and 100.000% beginning on October 15, 2026, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a Change of Control (as defined in the Indenture), unless we have exercised our optional redemption right in respect of the Senior Notes, the holders of the Senior Notes will have the right to require us to repurchase all or a portion of the Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.

Contractual coupon interest expense and accretion of fees for the Senior Notes for the years ended December 31, 2024,2025, 20232024 and 20222023 were $18.0 million and $0.7 million, $18.0 million and $0.6$0.7 million, and $18.0 million and $0.6 million, respectively. Contractual coupon interest expense and accretion of discount and fees are included in Interest expense on the Company’s Consolidated Statements of Operations.

DuringFor the year ended December 31, 2023,2025, we had payments of principal totaling $104.2$82.4 million and borrowings of principal totaling $104.2$127.4 million under the Revolving Credit Agreement. As of December 31, 2023,2025, there werewas no$45.0 amountsmillion outstanding.

Cash provided by operating activities for 20242025 totaled $117.3$11.7 million, compared to cash provided by operating activities of $319.6$117.3 million in 2023.2024. The cash provided by operations during the current year was the result of net lossincome adjusted for various non-cash activities, including depreciation, amortization, deferred taxes, stock-based compensation, and a $436.2 million decrease in our working capital. Changes in key working capital accounts for 20242025 and 20232024 are summarized below (in thousands):

Accounts receivable decreased $24.1 million in 2025 and decreased $39.0 million in 2024 and decreased $72.6 million in 2023.2024. Days sales outstanding, a measure of working capital efficiency that measures the amount of time a receivable is outstanding, was approximately 3134 days and 2831 days for the year-ended December 31, 20242025 and 2023,2024, respectively. The decrease in accounts receivable in 20242025 was primarily due to the decrease in shipments compared to 2023.2024. Inventories decreased in 20242025 by $8.8$77.7 million compared to an increase in 20232024 of $23.8$8.8 million. The overall decrease in inventory for 20242025 was primarily attributable to the lower inventory requirements of reduced production compared to prior year. Our inventory turns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per year, were approximately 7 and 6 times in both 20242025 and 2023,2024, respectively. Accounts payable and accrued liabilities decreased $68.7$6.2 million in 20242025 compared to ana increasedecrease of $5.8$68.7 million for 2023.2024. Days payable outstanding, a measure of working capital efficiency that measures the amount of time a payable is outstanding, was 40 days in 2025 and 35 days in 2024 and 29 days in 2023.2024.

Investing activities used $94.8$92.7 million during 20242025 compared to $106.0$94.8 million used in 2023.2024. Investing activities for 20242025 included capital expenditures for property, plant, and equipment of $72.2$24.7 million, which was ana decrease compared to $98.1$72.2 million during 2023.2024. In addition, expenditures related to revenue generating assets totaled approximately $6.9$47.5 million and expenditures related to investment in unconsolidated entities totaled approximately $20.1$18.9 million, which is further detailed in Note 6 in the Notes to Consolidated Financial Statements.million. Cash used in investing activities in 20242025 andwas 2023primarily related to investments in our TaaS activities. In 2024, cash used in investing activities was primarily related to capital expenditures to support growth and improvement initiatives at our facilities. In 2024, investing activities included $4.4 million proceeds from the sale of assets compared to approximately $0.2 million in 2023.

Financing activities used $86.3$2.5 million during 20242025 as compared to using $92.5$86.3 million during 2023.2024. Net cash used in 20242025 primarily relates to common stock repurchases of $70.9$33.8 million and cash dividend payments to our shareholders of $14.8$13.8 million. Borrowings under our Revolving Credit Agreement totaled $0.9$127.4 million which were fullypartially offset by payments of principal, interest, and unused fee paymentsfees made under our Revolving Credit Agreement of $0.9$82.4 million. We repurchased common stock of $76.2$70.9 million and paid cash dividends to our shareholders of $15.9$14.8 million in 2023.2024.

Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $421.9 million as of December 31, 2024 and $516.1 million as of December 31, 2023, a decrease of 18%. Total debt obligations amounted to $400.0 million as of December 31, 2024. The decrease in liquidity from the prior year is primarily attributable to a lower cash balance at December 31, 2024, due to a reduction in cash provided by operating activities in 2024 versus 2023 For 20252026 and forward, we expect to continue our commitment to fund our working capital requirements and capital expenditures from net cash provided by operations or available borrowing capacity under the Revolving Credit Agreement (as needed). Along with these investments, we will also maintain our assets to capitalize on any economic and/or industry upswings, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment to preserve the strength of our balance sheet, while prioritizing the safety of our employees and ensuring the liquidity and financial well-being of the Company.

(1) Future interest payments on variable rate long-term debt (if any) are estimated based on the rate in effect as of December 31, 2024,2025, and only include interest payments (not unused line fees). However, as of December 31, 2024, there was no variable rate debt (Revolving Credit Agreement) outstanding.

Borrowings under the Revolving Credit Agreement bear interest at a variable rate based on the Secured Overnight Financing Rate (“SOFR”) or a base rate determined by the lender’s prime rate plus an applicable margin, as defined in the agreement. Any outstanding borrowings under the Revolving Credit Agreement bear interest at a rate, at our election, equal to (i) adjusted term SOFR plus a margin ranging from 1.25% to 1.75% or (ii) a base rate plus a margin ranging from 0.25% to 0.75%, in each case depending upon the monthly average excess availability under the Revolving Credit Agreement. We are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses of our agent and lenders. During the year ended December 31, 2024,2025, we had payments of principal of $0.9$82.4 million and borrowings of principal of $0.9$127.4 million under the Revolving Credit Agreement, and as of December 31, 2024,2025, there werewas no$45.0 amountsmillion outstanding.

You should carefully consider the risks described below and in ourthis AnnualQuarterly Report on Form 10-K for the year ended December 31, 2025 including those under the heading “Risk Factors” appearing in Item 1A of Part I of the Form 10-K10-Q and other information contained in this Quarterly Report before investing in our securities. Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows, and results of operations.

▪provisions of our Senior Notes and our Convertible Notes which could discourage potential future acquisitions of us by a third party;

▪price and trading volume volatility of our common stock; and

Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in this Quarterly Report. Important risks and factors that could cause our actual results to be materially different from our expectations include the factors that are disclosed in “Item 1A-Risk Factors” in ourthis AnnualQuarterly Report on Form 10-K for the year ended December 31, 2025.10-Q. Each forward-looking statement contained in this Quarterly Report reflects our management’s view only as of the date on which that forward-looking statement was made. We are not obligated to update forward-looking statements or publicly release the result of any revisions to them to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events, except as required by law.

Three Months Ended MarchJune 31,30, 2026 Compared with the Three Months Ended MarchJune 31,30, 2025

Net sales in the firstsecond quarter of 2026, decreased $77.7$41.6 million, or 20.4%,9.1%, compared to the firstsecond quarter of 2025. By business segment, prior to the elimination of intercompany sales, sales and related units sold were as follows (dollars in thousands):

TS segment sales, prior to the elimination of intersegment sales, were $250.2$354.7 million for the firstsecond quarter of 2026, a decrease of $96.6$45.6 million, or 27.9%,11.4%, compared to the firstsecond quarter of 2025. New trailers shipped during the firstsecond quarter of 2026 totaled 5,3788,292 trailers compared to 6,2908,043 trailers in the prior year period, aan decreaseincrease of 14.5%,3.1%, which was primarily driven by lowerhigher dry van and platform shipments. New truck bodies shipped during the firstsecond quarter of 2026 totaled 1,5271,380 truck bodies compared to 3,0003,188 truck bodies in the prior year period, a decrease of 49.1%.56.7% attributable to decreased demand.

P&S segment sales, prior to the elimination of intersegment sales, were $54.1$63.4 million for the firstsecond quarter of 2026, an increase of $2.1$3.6 million, or 4.1%,6.1%, compared to the firstsecond quarter of 2025. The overall increase in sales for this segment was primarily due primarily to higher sales within our ServicesProcess Systems business of $1.7$2.9 million and theour Aftermarket Parts business of $2.6$1.3 million, partially offset by a lower sales within our Components business of $2.0$1.2 million.

Cost of sales was $313.8$401.9 million in the firstsecond quarter of 2026, a decrease of $48.1$15.5 million, or 13.3%,3.7%, compared to the prior year period. Cost of sales is comprised of material costs, a variable expense, and other manufacturing costs, comprised of both fixed and variable expenses, including direct and indirect labor, outbound freight, overhead expenses, and depreciation.

P&STS segment cost of sales was $49.1$348.7 million in the firstsecond quarter of 2026, ana increasedecrease of $7.8$22.9 million, or 18.8%,6.2%, compared to the prior year period. The increasedecrease in cost of sales was driven by an increase in material cost of $4.2 million due to thea increasedecrease in sales,certain asmanufacturing wellcosts asincluding anoutside increaseservices inand othermaintenance overheads.and repair expenses, partially offset by increased materials costs.

Gross profit was $(10.6)$15.3 million in the firstsecond quarter of 2026, a decrease of $29.6$26.1 million from the prior year period. Gross profit as a percentage of net sales was (3.5)%3.7% for the firstsecond quarter of 2026, compared to 5.0%9.0% for the same period in 2025. Gross profit by segment was as follows (dollars in thousands):

TS segment gross profit was $(15.5)$6.0 million for the firstsecond quarter of 2026 compared to $8.4$28.6 million for the firstsecond quarter of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was (6.2)%1.7% in the firstsecond quarter of 2026 compared to 2.4%7.1% in the comparative 2025 period. The overall decrease in gross profit from the prior year period was primarily driven by a decrease in shipments withwithin our truck body and tank trailer businesses, partially offset by higher shipments of dry van and truckplatform body products accounting for approximately $9.3 million and $17.8 million, respectively, of the decrease in gross profit.trailers.

P&S segment gross profit was $4.9$9.3 million for the firstsecond quarter of 2026 compared to $10.6$12.8 million for the firstsecond quarter of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 9.1%14.7% in the firstsecond quarter of 2026 compared to 20.4%21.4% in the 2025 period. The overall decrease in gross profit was primarily related to thehigher increaseoverhead incosts, overheadsincluding duelease expense and other start-up costs as we have continued to facilityexpand startour up,parts whoseand growthservices network, which outpaced the increase in costs associated with higher sales, as well as lower sales withindescribed our Components business.above.

General and administrative expenses for the firstsecond quarter of 2026 increaseddecreased $336.8$4.6 million, or 110.5%,12.5%, from the prior year period. The increasedecrease from the prior year period was primarily driven bya the impacts of the reversal of charges associated with the Product Liability Matterreduction in theprofessional firstfees quarterand ofemployee-related 2025.costs, including incentive and benefit programs. As a percentage of net sales, general and administrative expenses were 10.6%7.8% for the firstsecond quarter of 2026 compared to (80.0)%8.1% for the firstsecond quarter of 2025. The overall increasedecrease in general and administrative expenses as a percentage of net sales was primarily attributable to the reduction of punitive damages awarded in a lawsuit, Eileen Williams, Elizabeth Perkins, et al. v. Wabash National Corporation, et al., filed in the Circuit Court of the City of St. Louis, Missouri (the “Product Liability Matter”) in the first quarter of 2025. Excluding the impacts of the Product Liability Matter, general and administrativereduced expenses asdescribed a percentage of net sales were 12.6% in the first quarter of 2026 as compared to 9.8% in the prior year period.above.

Selling expenses were $7.7$6.3 million in the firstsecond quarter of 2026, anwhich increasewas ofmaterially $1.3consistent million, or 21.0%, compared towith the prior year period. The increase was primarily attributable to an increase in advertising and promotional expenses of $0.7 million. As a percentage of net sales, selling expenses were 2.5%1.5% for the firstsecond quarter of 2026 compared to 1.7%1.4% for the firstsecond quarter of 2025.2025.The overall increase in selling expenses as a percentage of net sales was primarily attributable to a decrease in sales.

Amortization of intangibles was $2.7 million during the firstsecond quarter of 2026 compared to $2.8 million in the prior year period. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. The insignificant decrease from the prior year period is related to continued amortization of certain intangible assets recorded upon the acquisition of Supreme in September 2017.

Interest expense totaled $6.2$6.7 million during the firstsecond quarter of 2026 and $5.0$5.3 million during the firstsecond quarter of 2025. Interest expense relates to interest and non-cash accretion charges on our Senior Notes and Revolving Credit Agreement. The increase from the prior year period is attributable to a higher average outstanding balance under our Revolving Credit Agreement.

Other, net for the firstsecond quarter of 2026 was nominal as compared to income of $1.6 million for both the current and prior year period.periods. IncomeActivity for the current and prior year periods primarily relaterelates to interest income.

We recognized an income tax benefit of $13.0$8.9 million in the firstsecond quarter of 2026 compared to income tax expensebenefit of $78.1$2.7 million for the same period in the prior year. The effective tax rate for this period was 22.4%28.1% compared to a rate of 25.3%21.9% for the same period in the prior year. The effective tax rate for both the firstsecond quarter of 2026 and the firstsecond quarter of 2025 differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes. Net cash refunds for income taxes in the first quarter of 2026 were $10.3 million compared to net cash refunds of $0.2 million in the first quarter of 2025. The increase in net cash refunds in the first of quarter of 2026 compared to the same period of 2025 was due to timing of federal refunds from previously filed tax returns.

Our capital structure is comprised of a mix of debt and equity. As of MarchJune 31,30, 2026, our debt-to-equity ratio was approximately 1.61.8:1.0. Our long-term objective is to generate operating cash flows sufficient to support the growth within our businesses and increase shareholder value. This objective will be achieved through a balanced capital allocation strategy of sustaining strong liquidity, maintaining healthy leverage ratios, investing in the business both organically and strategically, and returning capital to our shareholders. Our Board of Directors designated a Finance Committee to assist the Board in overseeing the Company’s capital structure, financing, investment, and other financial matters of importance.

During the first threesix months of 2026, in keeping with this balanced approach, we paid approximately $3.5$6.8 million in quarterly dividendsdividends. In addition, as further described in Note 21, on July 20, 2026, we completed a private unregistered offering of $150.0 million aggregate principal amount of 4.00% Notes due 2032, including the initial purchasers’ full exercise of their option to commonpurchase stockan shareholders.additional $20.0 million of notes. Additionally, as described in the “Debt Agreements and Related Amendments” section below, in September of 2022 we amended our Revolving Credit Agreement. The amendment increased the total revolving commitments to $350.0 million and extended the maturity to September 2027, the nearest maturity date of our long-term debt. As of MarchJune 31,30, 2026, there was $100.0$115.0 million outstanding under the Revolving Credit Agreement. Collectively,Together, these actions bolster our current liquidity and demonstrate our confidence in the Company’s long-term financial outlook and ability to generate cash flow both near and long term. They reinforce our commitment to delivering shareholder value while maintaining the flexibility to execute our strategic plan for profitable growth and diversification.

Our liquidity position, defined as cash on hand and available borrowing capacity under the Revolving Credit Facility, was $165.1$192.8 million as of MarchJune 31,30, 2026, compared to $310.0$312.0 million at MarchJune 31,30, 2025 and $235.3 million at December 31, 2025, representing decreases of 47%38% and 30%,18%, respectively. These decreases in liquidity as of MarchJune 31,30, 2026 compared to both MarchJune 31,30, 2025 and December 31, 2025 were primarily attributable to a lower available capacity on the Revolving Credit Agreement and a lower cash balance as of MarchJune 31,30, 2026.2026, partially offset by higher cash balances net of borrowings under the Revolving Credit Agreement.

For the remainder of 2026, we expect to continue our commitment to fund working capital requirements and capital expenditures from proceeds of the Convertible Notes, net cash provided by operationsoperations, or available borrowing capacity under the Revolving Credit Agreement, as needed. Along with these investments, we will maintain our assets to react to any economic and/or industry changes, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment and preserve the strength of our balance sheet, while prioritizing the safety of our employees and ensuring the liquidity and financial well-being of the Company.

The Indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs. As of MarchJune 31,30, 2026, we were in compliance with all covenants.

Contractual coupon interest expense and accretion of fees for the Senior Notes for boththe three-monththree and six month periods ended MarchJune 31,30, 2026 and March 31, 2025 was $4.5 million and $0.2 million, and $9.0 million and $0.4 million, respectively. For the three and six month periods ended June 30, 2025, Contractual coupon interest expense and accretion of fees for the Senior Notes was $4.5 million and $0.2 million, and $9.0 million and $0.4 million, respectively. Contractual coupon interest expense and accretion of fees for the Senior Notes are included in Interest expense in the Company’sour Condensed Consolidated Statements of Operations.