Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 5, 2024

WABASH NATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-10883	52-1375208
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


3900 McCarty Lane
Lafayette	Indiana	47905
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (765) 771-5310

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

WNC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously disclosed in Wabash National Corporation’s (the “Company”) filings with the Securities and Exchange Commission, the Company is and has been, and may in the future be, subject to product liability claims and litigation incidental to the Company’s normal operating activities. The Company has routinely defended lawsuits of this nature and considers this litigation to be in the ordinary course of business.

On September 5, 2024, a jury awarded compensatory damages of $12 million and punitive damages of $450 million (the “Award”) against the Company in a lawsuit in which the Company was named as a co-defendant filed in the Circuit Court of the City of St. Louis, Missouri (the “Product Liability Matter”). The case related to a vehicle accident that resulted in two fatalities following a rear-end collision by a passenger vehicle with a tractor-trailer owned and operated by co-defendant GDS Express Inc. The Company believes that the compensatory damages will be covered by the Company’s insurance policies.

The Company believes the verdict is not supported by the facts or the law. Among other things, and despite precedent to the contrary, the jury was prevented from hearing critical evidence in the case, including that the driver’s blood alcohol level was over the legal limit at the time of the accident. The fact that neither the driver nor his passenger was wearing a seatbelt was also kept from the jury, even though plaintiffs argued both would have survived a 55-mile-per-hour collision had the vehicle not broken through the trailer’s rear impact guard.

There will be post-judgment proceedings before the court enters a final judgment, and the Company will be evaluating all available legal options.

The ultimate outcome of the Product Liability Matter cannot be predicted with any certainty and the Award could materially and adversely affect the Company’s financial condition, results of operations and cash flows.

Forward-Looking Statements

This Current Report on Form 8-K (“Current Report”) contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company’s current expectations or forecasts of future events. All statements contained in this Current Report other than statements of historical fact are forward-looking statements. These forward-looking statements include, among other things, all statements regarding the litigation described above, expectations regarding insurance coverage, the Company’s assessment of litigation and any actions the Company may take in response to the jury’s findings and trial court’s judgment, including post-trial motions and appeals, and the impact of litigation on the Company’s business and financial condition. These and the Company’s other forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Without limitation, these risks and uncertainties include outcomes with respect to the Product Liability Matter and the Award, the highly cyclical nature of our business, uncertain economic conditions including the possibility that customer demand may not meet our expectations, our backlog may not reflect future sales of our products, increased competition, reliance on certain customers and corporate partnerships, risks of customer pick-up delays, shortages and costs of raw materials including the impact of tariffs or other international trade developments, risks in implementing and sustaining improvements in the Company’s manufacturing operations and cost containment, dependence on industry trends and timing, supplier constraints, labor costs and availability, customer acceptance of and reactions to pricing changes, costs of indebtedness, and our ability to execute on our long-term strategic plan. Readers should review and consider the various disclosures made by the Company in this Current Report and in the Company’s reports to its stockholders and periodic reports on Forms 10-K and 10-Q.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	WABASH NATIONAL CORPORATION

Date: September 6, 2024	By:	/s/ M. Kristin Glazner
		M. Kristin Glazner
		Senior Vice President, Chief Administrative Officer, Corporate Secretary

Cover Page Cover Page	Sep. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 05, 2024
Entity Registrant Name	WABASH NATIONAL CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-10883
Entity Tax Identification Number	52-1375208
Entity Address, Address Line One	3900 McCarty Lane
Entity Address, City or Town	Lafayette
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	47905
City Area Code	765
Local Phone Number	771-5310
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	WNC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000879526