WNC Wabash National Corporation

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Wabash National Corporation (the “Company,” “Wabash,” “we,” “our,” or “us”) was founded in 1985 and incorporated as a corporation in Delaware in 1991, with its principal executive offices in Lafayette, Indiana. The Company was founded as a dry van trailer manufacturer—today, the Company enables customers to thrive by providing insight into tomorrow and delivering pragmatic solutions today to move everything from first to final mile. The Company designs, manufactures, and services a diverse range of products, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade processing equipment. This diversification has been achieved through acquisitions, organic growth, and product innovation.

The condensed consolidated financial statements of the Company have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying condensed consolidated financial statements contain all material adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company, its results of operations, and its cash flows. The Company consolidates into its financial statements the accounts of the Company and any partially owned subsidiary it has the ability to control (see Note 5). The Company does not have any subsidiaries it consolidates based solely on the power to direct the activities and significant participation in the entity’s expected results that would not otherwise be consolidated based on control through voting interests. Further, its affiliates are businesses established and maintained in connection with its operating strategy and are not special purposes entities. All intercompany transactions and balances have been eliminated.

The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss to assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures, providing new disclosure requirements for entities with a single reportable segment, and requiring other new disclosures. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. Although the ASU only requires additional disclosures about the Company’s operating segments, the Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. Although the ASU only modifies the Company's required income tax disclosures, the Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

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The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net sales and the associated costs included in Cost of sales in the Condensed Consolidated Statements of Operations. For shipping and handling costs that take place after the transfer of control, the Company applies the practical expedient and treats such costs as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense.

The Company has identified three separate and distinct performance obligations: (1) the sale of a trailer or equipment, (2) the sale of replacement parts, and (3) service work. For trailer, truck body, equipment, and replacement part sales, control is transferred and revenue is recognized from the sale upon shipment to, or pick up by, the customer in accordance with the contract terms. The Company does not have any material extended payment terms as payment is received shortly after the point of sale. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company does have customers who pay for the product prior to the transfer of control which is recorded as customer deposits in Other accrued liabilities as shown in Note 11. Customer deposits are recognized as revenue when the Company performs its obligations under the contract and transfers control of the product.

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As further described in Note 19, the Company has established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable segments have also been determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. As of September 30, 2024, goodwill allocated to the TS and P&S segments was approximately $120.5 million and $67.9 million, respectively. The Company considered whether there were any indicators of impairment during the three and nine months ended September 30, 2024 and concluded there were none.

The changes in the carrying amounts of goodwill from December 31, 2022 through the nine-month period ended September 30, 2024 were as follows (in thousands):

			Transportation Solutions						Parts & Services												Total
Balance at December 31, 2022
Goodwill			$	188,759					$	108,075											$	296,834
Accumulated impairment losses			(68,257)						(40,143)												(108,400)
Net balance as of December 31, 2022			120,502						67,932												188,434
Effects of foreign currency			(16)						(9)												(25)
Balance at December 31, 2023
Goodwill			188,743						108,066												296,809
Accumulated impairment losses			(68,257)						(40,143)												(108,400)
Net balance as of December 31, 2023			120,486						67,923												188,409
Effects of foreign currency			(2)						—												(2)
Balance at March 31, 2024
Goodwill			188,741						108,066												296,807
Accumulated impairment losses			(68,257)						(40,143)												(108,400)
Net balance as of March 31, 2024			120,484						67,923												188,407
Effects of foreign currency			10						6												16
Balance at June 30, 2024
Goodwill			188,751						108,072												296,823
Accumulated impairment losses			(68,257)						(40,143)												(108,400)
Net balance as of June 30, 2024			120,494						67,929												188,423
Effects of foreign currency			9						4												13
Balance at September 30, 2024
Goodwill			188,760						108,076												296,836
Accumulated impairment losses			(68,257)						(40,143)												(108,400)
Net balance as of September 30, 2024			$	120,503					$	67,933											$	188,436

VIEs & Consolidation

The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either the variable interest model (the “VIE model”) or the voting interest model (the “VOE model”).

VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (ii) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.

The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE through its interest in the VIE.

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To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, the Company considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE (typically management and representation on the board of directors as well as control of the overall strategic direction of the entity) and have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE.

To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests, which primarily include the obligation to absorb losses or fund expenditures or losses (if needed), that are deemed to be variable interests in the VIE. This assessment requires the Company to apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing the significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by the Company.

At the VIE’s inception, the Company determines whether it is the primary beneficiary and if the VIE should be consolidated based on the facts and circumstances. The Company then performs on-going reassessments of the VIE based on reconsideration events and reevaluates whether a change to the consolidation conclusion is required each reporting period. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with the applicable GAAP.

Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, the Company consolidates the entity if it determines that it, directly or indirectly, has greater than 50% of the voting shares and that other equity holders do not have substantive voting, participating or liquidation rights. The Company has no entities consolidated under the VOE model.

At each reporting period, the Company reassesses whether it remains the primary beneficiary for VIEs consolidated under the VIE model.

If the Company concludes it is not the primary beneficiary of a VIE, the Company evaluates whether it has the ability to exercise significant influence over operating and financial policies of the entity requiring the equity method of accounting. The Company’s judgment regarding the level of influence over an equity method investment includes, but is not limited to, considering key factors such as the Company’s ownership interest (generally represented by ownership of at least 20 percent but not more than 50 percent), representation on the board of directors, participation in policy making decisions, technological dependency, and material intercompany transactions. Generally, under the equity method, investments are recorded at cost and subsequently adjusted by the Company’s share of equity in income or losses after the date of the initial investment. Equity in income or losses is recorded according to the Company’s level of ownership; if losses accumulate, the Company records its share of losses until the investment has been fully depleted. If the Company’s investment has been fully depleted, the Company recognizes additional losses only when it is committed to provide further financial support. Dividends received from equity method, reduce the amount of the Company’s investment when received and do not impact the Company’s earnings. The Company evaluates its equity method investments for an other-than-temporary impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.

Linq Venture Holdings LLC

During the fourth quarter of 2023, the Company continued to unify and expand its parts and services capabilities and ecosystem by executing an agreement with a partner to create a new legal entity (Linq Venture Holdings LLC, “Linq”) to develop and scale a digital marketplace in and for the transportation and logistics distribution industry. Linq is intended to be the digital channel to market Wabash equipment and parts & services, as well as non-Wabash parts & services, in a digital marketplace format to end-customers as well as dealers. The Company holds 49% ownership of the membership units in Linq while its partner holds 51%. Initial capital contributions to Linq were in proportion to the respective ownership interests. The Company’s initial capital contribution was approximately $2.5 million while its partner’s contribution was approximately $2.6 million. At its formation, Linq had no debt or other financial obligations other than typical operating expenses and costs. Creditors of Linq do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the respective ownership interests.

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The operating agreement provides the Company’s partner with put rights that would require the Company to purchase its partner’s interest in Linq. In addition, the operating agreement provides the Company with call rights that would allow it to purchase its partner’s interest in Linq. These put and call rights vary depending upon when they may be exercised, which is generally from formation of Linq up to and including the seven-year anniversary of formation. Upon receiving notice that the Company’s partner has exercised the put right or the Company has exercised the call right, a valuation will occur as stipulated within the operating agreement. Generally, the valuation stipulated within the operating agreement is materially equivalent to a fair value calculation. Such put and call rights have not been exercised by the Company’s partner or the Company as of the current period end date.

Because Linq does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the Company concluded that Linq is a VIE. The Company has the ability to significantly influence the activities of Linq through minority representation on the Board of Directors as well as through participation in certain management and strategic decisions of Linq. The Company’s partner is responsible for the overall development and management of the digital marketplace, the primary purpose for which Linq was formed. Both the Company and its partner have a requirement to provide funding to Linq if needed.

As part of the formation of Linq, the Company executed a credit agreement with Linq whereby a $10.0 million revolving line of credit (the “Wabash Note”) with a 7% simple accrued interest rate, paid quarterly, is available to Linq. The commitment under the Wabash Note may be increased to $35.0 million subject to the approval of the Board of Directors as stipulated in the operating agreement. In the three-month period ended September 30, 2024, $3.1 million was borrowed under the Wabash Note and as of September 30, 2024, there was $8.7 million outstanding. Interest income resulting from the Wabash Note for the three and nine-month periods ended September 30, 2024 was $0.1 million and $0.2 million, respectively. Interest income under the Wabash Note is included in Other, net in the Company’s Condensed Consolidated Statements of Operations. The Company did not provide financial or other support to Linq that it was not contractually obligated to provide.

Given the facts and circumstances specific to Linq, the Company concluded that it is not the primary beneficiary of this VIE. However, the Company has the ability to exercise significant influence over the operating and financial policies of Linq. The Company’s maximum exposure to loss in this unconsolidated VIE is limited to the Company’s initial capital contribution and any amounts borrowed under the Wabash Note. The partner’s put right does not have a standalone value as it based upon a fair value calculation when exercised, as stipulated in the operating agreement.

The Company’s equity method investment in Linq is recorded in Investment in unconsolidated entity on its Condensed Consolidated Balance Sheets. Any amounts borrowed under the Wabash Note are recorded in Other assets on the Company’s Condensed Consolidated Balance Sheets and within Investment in unconsolidated entity cash outflows presented in the investing cash flows of the Company’s Condensed Consolidated Statements of Cash Flows. Linq is considered operationally integral. The Company’s share of the results from its equity method investment is included in Loss from unconsolidated entity in the Condensed Consolidated Statements of Operations.

The following table is a rollforward of activities related to the Company’s unconsolidated entity (in thousands):

			2024						2023
Balance at January 1			$	1,647					$	—
Loss from unconsolidated entity			(1,486)						—
Balance at March 31			161						—
Loss from unconsolidated entity			(1,415)						—
Equity deficit applied to note (1)			1,254						—
Balance at June 30			—						—
Loss from unconsolidated entity			(1,676)						—
Equity deficit applied to note (1)			1,676						—
Balance at September 30			$	—					$	—

(1) As the Company is not required to advance additional funds to Linq, excess losses beyond its initial investment have been recorded against the basis of its other investments in Linq, which is comprised of the loan receivable for amounts borrowed under the Wabash Note.

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Wabash Parts LLC

During the second quarter of 2022, the Company unified and expanded its parts and distribution capabilities by executing an agreement with a partner to create a new legal entity (Wabash Parts LLC, “WP”) to operate a parts and services distribution platform. The Company holds 50% ownership in WP while its partner holds the remaining 50%. Initial capital contributions were insignificant. WP has no debt or other financial obligations other than typical operating expenses and costs. Creditors of WP do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the respective ownership interests.

The operating agreement provides the Company’s partner with a put right that would require the Company to purchase its partner’s interest in WP. Upon receiving notice that the Company’s partner has exercised the put right, a valuation will occur as stipulated within the operating agreement. Such put right has not been exercised by the Company’s partner and is therefore not mandatorily redeemable as of the current period end date, however the existence of the put right that is beyond the Company’s control requires the noncontrolling interest to be presented in the temporary equity section of the Company’s Condensed Consolidated Balance Sheets.

Because the entity does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the Company concluded that WP is a VIE. The Company has the power to direct the activities of WP through majority representation on the Board of Directors as well as control related to the management and overall strategic direction of the entity. In addition, the Company has the obligation to absorb the benefits and losses of WP that could potentially be significant to the entity. The Company also has a requirement to provide funding to the entity if needed. Given the facts and circumstances specific to WP, the Company concluded that it is the primary beneficiary and, as such, is required to consolidate the entity. WP’s results of operations are included in the Parts & Services operating and reportable segment. Through September 30, 2024, the Company did not provide financial or other support to this VIE that it was not contractually obligated to provide. As of September 30, 2024, the Company does not have any obligations to provide financial support to WP.

The following table presents the assets and liabilities of the WP VIE consolidated on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (in thousands):

			September 30, 2024						December 31, 2023
Assets
Current assets:
Cash and cash equivalents			$	3,358					$	3,020
Accounts receivable, net			2,973						1,540
Inventories, net			19						85
Prepaid expenses and other			57						68
Total current assets			6,407						4,713
Property, plant, and equipment, net			—						—
Other assets			363						543
Total assets			$	6,770					$	5,256
Liabilities
Current liabilities:
Accounts payable			$	5,428					$	4,024
Other accrued liabilities			24						26
Total current liabilities			5,452						4,050
Other non-current liabilities			—						—
Total liabilities			$	5,452					$	4,050

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The following table is a rollforward of activities in the Company’s noncontrolling interest (in thousands):

			2024						2023
Balance at January 1			$	603					$	512
Net income attributable to noncontrolling interest			120						183
Other comprehensive income (loss)			—						—
Distributions paid to noncontrolling interest			(603)						—
Balance at March 31			120						695
Net income attributable to noncontrolling interest			246						146
Other comprehensive income (loss)			—						—
Distributions declared to noncontrolling interest			—						(512)
Balance at June 30			366						329
Net income attributable to noncontrolling interest			293						152
Other comprehensive income (loss)			—						—
Distributions declared to noncontrolling interest			—						—
Balance at September 30			$	659					$	481

Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or net realizable value. Inventories, net of reserves, consist of the following components (in thousands):

			September 30, 2024						December 31, 2023
Raw materials and components			$	140,695					$	156,314
Finished goods			88,650						86,586
Work in progress			15,799						14,102
Aftermarket parts			7,638						7,263
Used trailers			7,817						3,370
			$	260,599					$	267,635

Prepaid expenses and other current assets consist of the following (in thousands):

			September 30, 2024						December 31, 2023
Chassis converter pool agreements			$	32,617					$	27,312
Assets held for sale			—						—
Income tax receivables			15,616						11,840
Insurance premiums & maintenance/subscription agreements			7,183						5,899
Commodity swap contracts			485						1,511
All other			2,487						4,895
			$	58,388					$	51,457

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Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, who retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales to the manufacturer’s dealers. There were no assets held for sale as of either date presented. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. As further described in Note 9, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Other items primarily consist of investments held by the Company’s captive insurance subsidiary and other various prepaid and other assets. As of September 30, 2024 and December 31, 2023, there was no restricted cash included in prepaid expenses and other current assets.

Long-term debt consists of the following (in thousands):

			September 30, 2024						December 31, 2023
Senior Notes due 2028			$	400,000					$	400,000
Revolving Credit Agreement			—						—
			400,000						400,000
Less: unamortized discount and fees			(3,030)						(3,535)
Less: current portion			—						—
			$	396,970					$	396,465

Senior Notes due 2028

On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes due 2028 (the “Senior Notes”). The Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among the Company, certain subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, National Association, 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, the Company 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, the Company 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 so long as if, after any such redemption occurs, at least 60% of the aggregate principal amount of the Senior Notes remain outstanding. On and after October 15, 2024, the Company 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 the Company has exercised its optional redemption right in respect of the Senior Notes, the holders of the Senior Notes will have the right to require the Company 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.

The Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Senior Notes and related guarantees are the Company’s and the Guarantors’ general unsecured senior obligations and will be subordinated to all of the Company and the Guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the Senior Notes are structurally subordinated to any existing and future debt of any of the Company’s subsidiaries that are not Guarantors, to the extent of the assets of those subsidiaries.

Subject to a number of exceptions and qualifications, the Indenture restricts the Company’s ability and the ability of certain of its subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, its capital stock or with respect to any other interest or participation in, or measured by, its profits; (iii) make loans and certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications.

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During any time when the Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and the Company and its subsidiaries will cease to be subject to such covenants during such period.

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 September 30, 2024, the Company was in compliance with all covenants.

Contractual coupon interest expense and accretion of fees for the Senior Notes for each three- and nine-month period ended September 30, 2024 was $4.5 million and $0.2 million, and $13.5 million and $0.5 million, respectively. Contractual coupon interest expense and accretion of fees for the Senior Notes for each three- and nine-month period ended September 30, 2023 was $4.5 million and $0.2 million, and $13.5 million and $0.5 million, respectively. Contractual coupon interest expense and accretion of fees for the Senior Notes are included in Interest expense in the Company’s Condensed Consolidated Statements of Operations.

Revolving Credit Agreement

On September 23, 2022, the Company entered into the Third Amendment to Second Amended and Restated Credit Agreement among the Company, certain of its subsidiaries as borrowers (together with the Company, the “Borrowers”), certain of its subsidiaries as guarantors, the lenders party thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent (the “Agent”), which amended the Company’s existing Second Amended and Restated Credit Agreement dated as of December 21, 2018 (as amended from time to time, the “Revolving Credit Agreement”).

Under the Revolving Credit Agreement, the lenders agree to make available a $350 million revolving credit facility to the Borrowers with a scheduled maturity date of September 23, 2027. The Company has the option to increase the total commitments under the facility by up to an additional $175 million, subject to certain conditions, including obtaining agreements from one or more lenders, whether or not party to the Revolving Credit Agreement, to provide such additional commitments. Availability under the Revolving Credit Agreement is based upon quarterly (or more frequent under certain circumstances) borrowing base certifications of the Borrowers’ eligible inventory, eligible leasing inventory and eligible accounts receivable, and is reduced by certain reserves in effect from time to time.

Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in the amount of $25 million and allows for swingline loans in the amount of $35 million. Outstanding borrowings under the Revolving Credit Agreement bear interest at an annual rate, at the Borrowers’ election, equal to (i) adjusted term Secured Overnight Financing Rate 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. The Borrowers 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 the Agent and the lenders.

The Revolving Credit Agreement is guaranteed by certain subsidiaries of the Company (the “Guarantors”) and is secured by substantially all personal property of the Borrowers and the Guarantors.

The Revolving Credit Agreement contains customary covenants limiting the ability of the Company and certain of its subsidiaries 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. In addition, the Company will be 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 Revolving Credit Agreement is less than the greater of (a) 10.0% of the lesser of (i) the total revolving commitments and (ii) the borrowing base (such lesser amount, the “Line Cap”) and (b) $25 million. As of September 30, 2024, the Company was in compliance with all covenants.

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, or 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.

The Revolving Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the lenders may, among other things, require the immediate payment of all amounts outstanding and foreclose on collateral. In addition, in the case of an event of default arising from certain events of bankruptcy or insolvency, the lenders’ obligations under the Revolving Credit Agreement would automatically terminate, and all amounts outstanding under the Revolving Credit Agreement would automatically become due and payable.

The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Agreement, amounted to $404.9 million as of September 30, 2024 and $516.1 million as of December 31, 2023.

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During the three-month period ended September 30, 2024, the Company had payments of principal totaling $0.3 million and borrowings of principal totaling $0.3 million. During the nine-month period ended September 30, 2024, the Company had payments of principal totaling $0.7 million and borrowings of principal totaling $0.7 million. As of September 30, 2024, there were no amounts outstanding under the Revolving Credit Agreement.

During the three-month period ended September 30, 2023, the Company had payments of principal totaling $0.3 million and borrowings of principal totaling $0.3 million. During the nine-month period ended September 30, 2023, the Company had payments of principal totaling $104.0 million and borrowings of principal totaling $104.0 million. As of September 30, 2023, there were no amounts outstanding under the Revolving Credit Agreement.

Interest expense under the Revolving Credit Agreement for the three- and nine-month periods ended September 30, 2024 was approximately $0.2 million and $0.6 million, respectively. During the three- and nine-month periods ended September 30, 2023, interest expense under the Revolving Credit Agreement was approximately $0.2 million and $0.7 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expense in the Company’s Condensed Consolidated Statements of Operations.

Commodity Pricing Risk

As of September 30, 2024, the Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $19.1 million. The Company uses commodity swap contracts to mitigate the risks associated with fluctuations in commodity prices impacting its cash flows related to inventory purchases from suppliers. The Company does not hedge all commodity price risk.

At inception, the Company designated the commodity swap contracts as cash flow hedges. The contracts mature at specified monthly settlement dates and will be recognized into earnings through December 2024. The effective portion of the hedging transaction is recognized in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and transferred to earnings when the forecasted hedged transaction takes place or when the forecasted hedged transaction is no longer probable to occur.

Financial Statement Presentation

As of September 30, 2024 and December 31, 2023, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands):

												Asset / (Liability) Derivatives
						Balance Sheet Caption						September 30, 2024						December 31, 2023
Derivatives designated as hedging instruments
Commodity swap contracts						Prepaid expenses and other						$	485					$	1,511
Commodity swap contracts						Accounts payable and Other accrued liabilities						(828)						(1,045)
Total derivatives designated as hedging instruments												$	(343)					$	466

The following table summarizes the gain or loss recognized in AOCI as of September 30, 2024 and December 31, 2023 and the amounts reclassified from AOCI into earnings for the three and nine months ended September 30, 2024 and 2023 (in thousands):

						Amount of (Loss) Gain Recognized in AOCI on Derivatives (Effective Portion, net of tax)												Location of Gain (Loss) Reclassified from AOCI into Earnings (Effective Portion)						Amount of Gain (Loss) Reclassified from AOCI into Earnings
						September 30, 2024						December 31, 2023												Three Months Ended September 30,												Nine Months Ended September 30,
																								2024						2023						2024						2023
Derivatives instruments
Commodity swap contracts						$	(514)					$	388					Cost of sales						$	(175)					$	(2,285)					$	(299)					$	(2,168)

Over the next 12 months, the Company expects to reclassify approximately $0.7 million of pretax deferred losses, related to the commodity swap contracts, from AOCI to cost of sales as inventory purchases are settled.

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Lessee Activities

The Company records a right-of-use (“ROU”) asset and lease liability for substantially all leases for which it is a lessee, in accordance with Accounting Standards Codification (“ASC”) 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration.

The Company leases certain industrial spaces, office spaces, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion, and are included in the lease term only to the extent such renewal options are reasonably certain of being exercised at lease commencement. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

During the nine months ended September 30, 2024, leased assets obtained in exchange for new operating lease liabilities totaled approximately $7.5 million. During the nine months ended September 30, 2023, leased assets obtained in exchange for new operating lease liabilities totaled approximately $9.4 million. As of September 30, 2024, obligations related to operating leases that the Company has executed but have not yet commenced were nominal.

Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands):

						Classification						September 30, 2024						December 31, 2023
Right-of-Use Assets
Operating						Other assets						$	33,768					$	32,219
Total leased ROU assets												$	33,768					$	32,219
Liabilities
Current
Operating						Other accrued liabilities						$	11,034					$	9,049
Noncurrent
Operating						Other non-current liabilities						22,734						23,170
Total lease liabilities												$	33,768					$	32,219

Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands):

						Classification						Three Months Ended September 30, 2024						Three Months Ended September 30, 2023
Operating lease cost						Cost of sales, selling expenses and general and administrative expense						$	3,111					$	2,442
Net lease cost												$	3,111					$	2,442
						Classification						Nine Months Ended September 30, 2024						Nine Months Ended September 30, 2023
Operating lease cost						Cost of sales, selling expenses and general and administrative expense						$	8,776					$	6,440
Net lease cost												$	8,776					$	6,440

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Maturity of the Company’s lease liabilities as of September 30, 2024 is as follows (in thousands):

						Operating Leases						Finance Leases						Total
2024 (remainder)						$	3,202					$	—					$	3,202
2025						12,268						—						12,268
2026						11,132						—						11,132
2027						6,134						—						6,134
2028						2,550						—						2,550
Thereafter						1,428						—						1,428
Total lease payments						$	36,714					$	—					$	36,714
Less: interest						2,946						—
Present value of lease payments						$	33,768					$	—

As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Remaining lease term and discount rates are as follows:

						September 30, 2024						December 31, 2023
Weighted average remaining lease term (years)
Operating leases						3.3						3.8
Weighted average discount rate
Operating leases						5.07		%				4.94		%

Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands):

						Nine Months Ended September 30, 2024						Nine Months Ended September 30, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases						$	8,837					$	6,434
Operating cash flows from finance leases						$	—					$	—
Financing cash flows from finance leases						$	—					$	—

Lessor and Sublessor Activities

The Company leases dry van trailers to customers under full-service lease agreements and operating lease agreements. At the inception of a contract, in accordance with the applicable accounting guidance (ASC 842, Leases) the Company considers whether the arrangement contains a lease and, as applicable, performs the required lease classification tests. The Company, as a lessor, has no sales-type or direct financing lease arrangements as of September 30, 2024.

The Company’s full-service lease agreements are an integrated service that include lease component amounts related to the use of the trailer, as well as non-lease components for preventative maintenance, certain repairs as defined in the related agreement, and ad valorem taxes. In accordance with the applicable accounting guidance (ASC 842, Leases), the Company has elected to combine lease and non-lease components when reporting revenue for the full-service underlying class of leased assets.

Initial lease terms are generally three to five years. Certain of the Company’s leases provide customers with renewal options that provide the ability to extend the lease term for a period of generally one to five years. In addition, some leases include options for the customer to purchase the trailers at fair market value, as determined by the Company at or near the end of the lease. The Company’s lease agreements generally do not have residual value guarantees nor permit customers to terminate the lease agreements prior to natural expiration. As stipulated in the lease agreements, the Company may receive reimbursements from customers for certain damage or required repairs to the trailers.

Certain of the Company’s leases and subleases are with a related party—such transactions were at market value and at arm’s length.

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Lease income is included in Net sales on the Company’s Condensed Consolidated Statements of Operations, and is recorded in the Parts & Services operating segment. For the three and nine months ended September 30, 2024 and 2023, the Company’s lease income consisted of the following components (in thousands):

						Three Months Ended September 30, 2024						Three Months Ended September 30, 2023
Operating lease income
Fixed lease income						$	580					$	324
Variable lease income						—						—
Total lease income1						$	580					$	324
						Nine Months Ended September 30, 2024						Nine Months Ended September 30, 2023
Operating lease income
Fixed lease income						$	1,782					$	503
Variable lease income						—						—
Total lease income1						$	1,782					$	503

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(1) As noted above, net revenue related to subleases was insignificant for all periods presented but such revenue is included in the tables above.

The following table shows the Company’s future contractual receipts from noncancelable operating leases as of September 30, 2024 (in thousands):

						Operating Leases2
2024 (remainder)						$	580
2025						2,062
2026						2,062
2027						1,949
2028						1,567
Thereafter						99
Total contractual receipts						$	8,319

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(2) The future contractual receipts due under the Company’s full-service operating leases include amounts related to preventative maintenance, certain repairs as defined in the related agreements, and ad valorem taxes. Net revenue related to the Company’s subleases are also included in the table above.

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The following table presents the major components of Other accrued liabilities (in thousands):

			September 30, 2024						December 31, 2023
Warranty			$	20,564					$	21,286
Chassis converter pool agreements			32,616						27,312
Payroll and related taxes			14,180						40,265
Customer deposits			35,571						45,586
Self-insurance			11,965						11,311
Accrued interest			8,316						3,817
Operating lease obligations			11,034						9,049
Accrued taxes			8,018						24,662
All other			9,393						12,313
			$	151,657					$	195,601

The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands):

			2024						2023
Balance as of January 1			$	21,286					$	22,061
Provisions and revisions to estimates			3,811						2,705
Payments			(4,533)						(3,255)
Balance as of September 30			$	20,564					$	21,511

The Company’s fair value measurements are based upon a three-level valuation hierarchy. These valuation techniques are based upon the transparency of inputs (observable and unobservable) to the valuation of an asset or liability as of the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

▪Level 1 — Valuation is based on quoted prices for identical assets or liabilities in active markets;

▪Level 2 — Valuation is based on quoted prices for similar assets or liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for the full term of the financial instrument; and

▪Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement.

Recurring Fair Value Measurements

The Company maintains a non-qualified deferred compensation plan which is offered to senior management and other key employees. The amount owed to participants is an unfunded and unsecured general obligation of the Company. Participants are offered various investment options with which to invest the amount owed to them, and the plan administrator maintains a record of the liability owed to participants by investment. To minimize the impact of the change in market value of this liability, the Company has elected to purchase a separate portfolio of investments through the plan administrator similar to those chosen by the participant.

The investments purchased by the Company include mutual funds, which are classified as Level 1, and life-insurance contracts valued based on the performance of underlying mutual funds, which are classified as Level 2. Additionally, the Company holds a pool of investments made by a wholly owned captive insurance subsidiary. These investments are comprised of mutual funds, which are classified as Level 1.

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The fair value of the Company’s derivatives is estimated with a market approach using third-party pricing services, which have been corroborated with data from active markets or broker quotes, and are classified as Level 2.

Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 are shown below (in thousands):

						Frequency						Asset / (Liability)						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
September 30, 2024
Commodity swap contracts						Recurring						$	(343)					$	—					$	(343)					$	—
Mutual funds						Recurring						$	14,714					$	14,714					$	—					$	—
Life-insurance contracts						Recurring						$	21,695					$	—					$	21,695					$	—
December 31, 2023
Commodity swap contracts						Recurring						$	466					$	—					$	466					$	—
Mutual funds						Recurring						$	11,735					$	11,735					$	—					$	—
Life-insurance contracts						Recurring						$	18,510					$	—					$	18,510					$	—

Estimated Fair Value of Debt

The estimated fair value of debt at September 30, 2024 consists of the Senior Notes due 2028 (see Note 8). The fair value of the Senior Notes due 2028 are based upon third party pricing sources, which generally do not represent daily market activity or represent data obtained from an exchange, and are classified as Level 2. The interest rates on the Company’s borrowings under the Revolving Credit Agreement are adjusted regularly to reflect current market rates and thus carrying value approximates fair value for any borrowings.

The Company’s carrying and estimated fair value of debt at September 30, 2024 and December 31, 2023 were as follows (in thousands):

			September 30, 2024																								December 31, 2023
			Carrying Value						Fair Value																		Carrying Value						Fair Value
									Level 1						Level 2						Level 3												Level 1						Level 2						Level 3
Instrument
Senior Notes due 2028			$	396,970					$	—					$	363,724					$	—					$	396,465					$	—					$	361,774					$	—
Revolving Credit Agreement			—						—						—						—						—						—						—						—
			$	396,970					$	—					$	363,724					$	—					$	396,465					$	—					$	361,774					$	—

The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements, since long-term debt is presented at carrying value, net of unamortized premium or discount and unamortized deferred financing costs in the condensed consolidated financial statements.

Litigation

As of September 30, 2024, the Company was named as a defendant or was otherwise involved in numerous legal proceedings and governmental examinations, including class action lawsuits, in connection with the conduct of its business activities, in various jurisdictions, both in the United States and internationally. Accrual for losses have been recorded in accordance with GAAP. On the basis of information currently available to it and except as otherwise noted below, management does not believe that existing proceedings and investigations will have a material impact on our consolidated financial condition or liquidity if determined in a manner adverse to the Company. However, such matters are unpredictable, and we could incur judgments or enter into settlements for current or future claims that could materially and adversely affect our financial statements. Costs associated with the litigation and settlements of legal matters are reported within General and administrative expenses in the Consolidated Statements of Operations.

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Legal Matter Estimated Liability

As of September 30, 2024, the Company was named as a defendant in California state court in two purported class action lawsuits, alleging wage and hour claims under California-specific employment laws (collectively, the “Matters”). The defense of both lawsuits is being handled in conjunction with one another. During the three months ended March 31, 2023, in accordance with ASC 450, the Company concluded a liability related to the Matters was probable and estimable. As such, an estimated liability of $3.0 million was included in General & administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2023. During the second quarter of 2023, the Company reached an agreement to resolve the Matters via settlement for an amount materially consistent with the estimated liability. The settlement proceeds were paid in the first quarter of 2024, and the Company received confirmation on February 20, 2024 that the administrator received the settlement payment. This matter is now closed.

Product Liability Claims

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. On October 6, 2020, the Company was named as a co-defendant 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”). On September 5, 2024, a jury awarded compensatory damages of $12 million and punitive damages of $450 million (the “Award”) against the Company in the Product Liability Matter. The case related to a 2019 motor vehicle accident in which a passenger vehicle with an unobstructed view struck the back of a nearly stopped 2004 Wabash trailer that was operated by co-defendant GDS Express Inc. at the time of the accident. The evidence was undisputed that the trailer fully complied with all applicable regulations. Based on the Award, as of September 30, 2024, the Company has recognized an aggregate liability for this matter of $462 million included in the Company’s Condensed Consolidated Balance Sheet within Other non-current liabilities. The Company believes that the compensatory damages will be covered by the Company’s insurance policies and recorded a $12 million receivable included in Other assets in the Company’s Condensed Consolidated Balance Sheet as of September 30, 2024.

The Company believes the Award is abnormally high and 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 for purpose of appeal, and the Company will be evaluating all available legal options.

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

Environmental Disputes

In August 2014, the Company received notice as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control (the “DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and corresponding South Carolina statutes. PRPs include parties identified through manifest records as having contributed to deliveries of hazardous substances to the Philip Services Site between 1979 and 1999. The DHEC’s allegation that the Company was a PRP arises out of four manifest entries in 1989 under the name of a company unaffiliated with Wabash National Corporation (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in August 2014 that it was offering the Company the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the DHEC. The Company has accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to the Company’s financial condition and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by the Company thereunder is not expected to have a material adverse effect on the Company’s financial condition or results of operations.

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On November 13, 2019, the Company received a notice that it was considered one of several PRPs by the Indiana Department of Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at a property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). The Company has never owned or operated the Site, but the Site is near certain of the Company’s owned properties. In 2020, the Company agreed to implement a limited work plan to further investigate the source of the contamination at the Site and worked with IDEM and other PRPs to finalize the terms of the work plan. The Company submitted its initial site investigation report to IDEM during the third quarter of 2020, indicating that the data collected by the Company’s consultant confirmed that the Company’s properties are not the source of contamination at the Site. In December 2021, after completing further groundwater sampling work, the Company submitted to IDEM a supplemental written report, which again stated that the Company is not a responsible party and the Company’s properties are not a source of any contamination. In June 2022, the Company and other PRPs finalized Work Plan Addendum No. 3, which provided for additional groundwater sampling on another PRP property. The Company completed all additional sampling and submitted supplemental reports to IDEM as of the first quarter of 2024. All available information and reports establish there is no source of any contamination on the Company’s owned properties. As of September 30, 2024, based on the information available, the Company does not expect this matter to have a material adverse effect on its financial condition or results of operations.

Chassis Converter Pool Agreements

The Company obtains vehicle chassis for its specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and in some cases, for unallocated orders. The agreements generally state that the manufacturer will provide a supply of chassis to be maintained at the Company’s facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of the agreement. In addition, the manufacturer typically retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to the Company nor permit the Company to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although the Company is party to related finance agreements with manufacturers, the Company has not historically settled, nor expects to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of September 30, 2024, the Company’s outstanding chassis converter pool with the manufacturer totaled $32.6 million and has included this financing agreement on the Company’s Condensed Consolidated Balance Sheets within Prepaid expenses and other and Other accrued liabilities. All other chassis programs are handled as consigned inventory belonging to the manufacturer and totaled approximately $1.3 million. Under these agreements, if the chassis is not delivered to a customer within a specified time frame, the Company is required to pay a finance or storage charge on the chassis. Additionally, the Company receives finance support funds from manufacturers when the chassis are assigned into the Company’s chassis pool. Typically, chassis are converted and delivered to customers within 90 days of the receipt of the chassis by the Company.

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Basic earnings per common share is calculated based on the weighted average number of common shares outstanding during the period, including vested shares deferred under our non-qualified deferred compensation plan. Diluted earnings per common share is determined based on the weighted average number of common shares outstanding during the period combined with the incremental average common shares that would have been outstanding assuming the conversion of all potentially dilutive common shares into common shares as of the earliest date possible. The calculation of basic and diluted net (loss) income attributable to common stockholders per common share is determined using net (loss) income attributable to common stockholders as the numerator and the number of shares included in the denominator as shown below (in thousands, except per share amounts). Due to the net loss applicable to common stockholders for the three and nine months ended September 30, 2024, 455 shares and 542 shares of potentially dilutive securities, respectively, are not included in diluted weighted average common shares outstanding for the three and nine months ended September 30, 2024, because to do so would be antidilutive for these periods.

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Basic net (loss) income attributable to common stockholders per share:
Net (loss) income attributable to common stockholders			$	(330,166)					$	55,329					$	(283,041)					$	180,870
Weighted average common shares outstanding			43,832						46,906						44,700						47,373
Basic net (loss) income attributable to common stockholders per share			$	(7.53)					$	1.18					$	(6.33)					$	3.82
Diluted net (loss) income attributable to common stockholders per share:
Net (loss) income attributable to common stockholders			$	(330,166)					$	55,329					$	(283,041)					$	180,870
Weighted average common shares outstanding			43,832						46,906						44,700						47,373
Dilutive stock options and restricted stock			—						849						—						975
Diluted weighted average common shares outstanding			43,832						47,755						44,700						48,348
Diluted net (loss) income attributable to common stockholders per share			$	(7.53)					$	1.16					$	(6.33)					$	3.74

The Company recognizes all share-based payments based upon their grant date fair value. The Company grants restricted stock units subject to specific service, performance, and/or market conditions. The Company’s policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. In addition, the Company’s policy is to estimate expected forfeitures on share-based awards. The fair value of service and performance-based units is based on the market price of a share of underlying common stock at the date of grant. The fair values of the awards that contain market conditions are estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based upon historical volatility, risk-free rates of return, and correlation matrix. The amount of compensation costs related to restricted stock units and performance units not yet recognized, excluding estimated forfeitures, was $17.4 million at September 30, 2024, for which the expense will be recognized through 2027.

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Share Repurchase Program

On February 15, 2024, the Company announced that the Board of Directors approved the repurchase of an additional $150 million in shares of common stock over a three-year period. This authorization was an increase to the previous $150 million repurchase program approved in August 2021 and the previous $100 million repurchase programs approved in November 2018, February 2017, and February 2016. The repurchase program is set to expire in February 2027. Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts determined by the Company. As of September 30, 2024, $132.8 million remained available under the program.

Common and Preferred Stock

The Board of Directors has the authority to issue common and unclassed preferred stock of up to 200 million shares and 25 million shares, respectively, with par value of $0.01 per share, as well as to fix dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions.

Accumulated Other Comprehensive Income (Loss)

Changes in AOCI by component, net of tax, for the nine months ended September 30, 2024 are summarized as follows (in thousands):

						Foreign Currency Translation						Derivative Instruments						Total
Balances at December 31, 2023						$	(816)					$	388					$	(428)
Net unrealized gains (losses) arising during the period(a)						184						(290)						(106)
Less: Net realized gains (losses) reclassified to net income(b)						—						(566)						(566)
Net change during the period						184						276						460
Balances at March 31, 2024						(632)						664						32
Net unrealized gains (losses) arising during the period(c)						(1,192)						(464)						(1,656)
Less: Net realized gains (losses) reclassified to net income(d)						—						477						477
Net change during the period						(1,192)						(941)						(2,133)
Balances at June 30, 2024						(1,824)						(277)						(2,101)
Net unrealized gains (losses) arising during the period(e)						(787)						(369)						(1,156)
Less: Net realized gains (losses) reclassified to net income(f)						—						(132)						(132)
Net change during the period						(787)						(237)						(1,024)
Balances at September 30, 2024						$	(2,611)					$	(514)					$	(3,125)

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(a) Derivative instruments net of $0.1 million of tax benefit for the three months ended March 31, 2024.

(b) Derivative instruments net of $0.2 million of tax benefit for the three months ended March 31, 2024.

(c) Derivative instruments net of $0.2 million of tax benefit for the three months ended June 30, 2024.

(d) Derivative instruments net of $0.2 million of tax liability for the three months ended June 30, 2024.

(e) Derivative instruments net of $0.1 million of tax benefit for the three months ended September 30, 2024.

(f) Derivative instruments net of less than $0.1 million of tax benefit for the three months ended September 30, 2024.

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Changes in AOCI by component, net of tax, for the nine months ended September 30, 2023 are summarized as follows (in thousands):

						Foreign Currency Translation						Derivative Instruments						Total
Balances at December 31, 2022						$	(1,791)					$	909					$	(882)
Net unrealized gains (losses) arising during the period(g)						564						130						694
Less: Net realized gains (losses) reclassified to net income(h)						—						366						366
Net change during the period						564						(236)						328
Balances at March 31, 2023						(1,227)						673						(554)
Net unrealized gains (losses) arising during the period(i)						502						(3,229)						(2,727)
Less: Net realized gains (losses) reclassified to net income(j)						—						(277)						(277)
Net change during the period						502						(2,952)						(2,450)
Balances at June 30, 2023						(725)						(2,279)						(3,004)
Net unrealized gains (losses) arising during the period (k)						(337)						(315)						(652)
Less: Net realized gains (losses) reclassified to net income (l)						—						(1,727)						(1,727)
Net change during the period						(337)						1,412						1,075
Balances at September 30, 2023						$	(1,062)					$	(867)					$	(1,929)

—————————

(g) Derivative instruments net of less than $0.1 million of tax liability for the three months ended March 31, 2023.

(h) Derivative instruments net of $0.1 million of tax liability for the three months ended March 31, 2023.

(i) Derivative instruments net of $1.0 million of tax benefit for the three months ended June 30, 2023.

(j) Derivative instruments net of $0.1 million of tax benefit for the three months ended June 30, 2023.

(k) Derivative instruments net of $0.1 million of tax benefit for the three months ended September 30, 2023.

(l) Derivative instruments net of $0.6 million of tax benefit for the three months ended September 30, 2023.

For the three months ended September 30, 2024, the Company recognized income tax benefit of $108.4 million compared to income tax expense of $18.1 million for the same period in the prior year. The Company recognized income tax benefit of $92.2 million in the first nine months of 2024 compared to income tax expense of $56.3 million for the same period in the prior year. The effective tax rates for the first nine months of 2024 and 2023 were 24.6% and 23.7%, respectively. For the first nine months of 2024, the effective tax rate differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes. For the first nine months of 2023, the effective tax rate differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes net of discrete items incurred related to stock-based compensation.

During the third quarter of 2024, the Company sold property, plant, and equipment assets with proceeds totaling approximately $2.8 million. The Company recognized a nominal net gain on the sale. The net gain on sale is included in Impairment and other, net in the Condensed Consolidated Statement of Operations.

During the second quarter of 2024, the Company impaired approximately $1.0 million due to a construction-in-progress project that was no longer expected to be completed. The impairment is included in Impairment and other, net in the Condensed Consolidated Statements of Operations.

There were no material impairments during the three and nine-month periods ended September 30, 2023.

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a. Segment Reporting

Based on how the Chief Operating Decision Maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance, the Company manages its business in two operating and reportable segments: Transportation Solutions and Parts & Services.

Additional information related to the composition of each segment is included below.

▪Transportation Solutions (“TS”): The TS segment comprises the design and manufacturing operations for the Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and the Company’s wood flooring production facility. The Company’s EcoNex™ products, which are under the Company’s AcuthermTM portfolio of solutions designed for intelligent thermal management, are also reported in the TS segment. In addition, the TS segment includes tank trailers and truck-mounted tanks. Finally, truck-mounted dry and refrigerated bodies and service and stake bodies are also in the TS segment.

▪Parts & Services (“P&S”): The P&S segment is comprised of the Company’s Parts and Services business as well as the Upfitting Solutions and Services business (a component of our Truck Bodies business). In addition, the Company’s Composites business, which focuses on the use of DuraPlate® composite panels beyond the semi-trailer market, is also part of the P&S segment. This segment also includes the Wabash Parts LLC and Linq Venture Holdings LLC entities we created with our partners as further described in Note 5. Our Trailers as a Service (TAAS)SM initiatives are included in the P&S segment as well. Finally, the P&S segment includes the Company’s Engineered Products business, which manufactures stainless-steel storage tanks and silos, mixers, and processors for a variety of end markets. Growing and expanding the Parts and Services businesses is a key strategic initiative for the Company moving forward.

The accounting policies of the TS and P&S segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on income (loss) from operations. The Company has not allocated certain corporate related administrative costs, interest, and income taxes included in the corporate and eliminations segment to the Company’s other reportable segments. The Company accounts for intersegment sales and transfers at cost. Segment assets are not presented as it is not a measure reviewed by the CODM in allocating resources and assessing performance.

---

Reportable segment information is as follows (in thousands):

Three Months Ended September 30, 2024						Transportation Solutions						Parts & Services												Corporate and Eliminations						Consolidated
Net sales
External customers						$	413,321					$	50,719											$	—					$	464,040
Intersegment sales						2,185						1,605												(3,790)						—
Total net sales						$	415,506					$	52,324											$	(3,790)					$	464,040
Income (loss) from operations						$	29,162					$	8,316											$	(470,506)					$	(433,028)
Three Months Ended September 30, 2023						Transportation Solutions						Parts & Services												Corporate and Eliminations						Consolidated
Net sales
External customers						$	577,232					$	55,596											$	—					$	632,828
Intersegment sales						5,638						845												(6,483)						—
Total net sales						$	582,870					$	56,441											$	(6,483)					$	632,828
Income (loss) from operations						$	89,413					$	12,358											$	(24,134)					$	77,637
Nine Months Ended September 30, 2024						Transportation Solutions						Parts & Services												Corporate and Eliminations						Consolidated
Net sales
External customers						$	1,377,544					$	152,382											$	—					$	1,529,926
Intersegment sales						7,095						4,077												(11,172)						—
Total net sales						$	1,384,639					$	156,459											$	(11,172)					$	1,529,926
Income (loss) from operations						$	130,335					$	30,923											$	(520,948)					$	(359,690)
Nine Months Ended September 30, 2023						Transportation Solutions						Parts & Services												Corporate and Eliminations						Consolidated
Net sales
External customers						$	1,778,246					$	162,154											$	—					$	1,940,400
Intersegment sales						13,377						3,493												(16,870)						—
Total net sales						$	1,791,623					$	165,647											$	(16,870)					$	1,940,400
Income (loss) from operations						$	292,335					$	34,504											$	(75,992)					$	250,847

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b.  Product Information

The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and services, and (4) equipment and other (which includes truck bodies). The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands):

Three Months Ended September 30, 2024						Transportation Solutions						Parts & Services												Eliminations						Consolidated
New trailers						$	308,577					$	—											$	(1,661)					$	306,916					66.1		%
Used trailers						71						396												(71)						396						0.1		%
Components, parts and services						—						31,539												—						31,539						6.8		%
Equipment and other						106,858						20,389												(2,058)						125,189						27.0		%
Total net sales						$	415,506					$	52,324											$	(3,790)					$	464,040					100.0		%
Three Months Ended September 30, 2023						Transportation Solutions						Parts & Services												Eliminations						Consolidated
New trailers						$	477,802					$	—											$	(2,216)					$	475,586					75.2		%
Used trailers						—						1,340												—						1,340						0.2		%
Components, parts and services						—						38,091												—						38,091						6.0		%
Equipment and other						105,068						17,010												(4,267)						117,811						18.6		%
Total net sales						$	582,870					$	56,441											$	(6,483)					$	632,828					100.0		%
Nine Months Ended September 30, 2024						Transportation Solutions						Parts & Services												Eliminations						Consolidated
New trailers						$	1,057,880					$	—											$	(3,162)					$	1,054,718					68.9		%
Used trailers						71						2,884												(71)						2,884						0.2		%
Components, parts and services						—						101,622												—						101,622						6.6		%
Equipment and other						326,688						51,953												(7,939)						370,702						24.2		%
Total net sales						$	1,384,639					$	156,459											$	(11,172)					$	1,529,926					100.0		%
Nine Months Ended September 30, 2023						Transportation Solutions						Parts & Services												Eliminations						Consolidated
New trailers						$	1,486,587					$	—											$	(4,580)					$	1,482,007					76.4		%
Used trailers						—						2,396												—						2,396						0.1		%
Components, parts and services						—						113,567												—						113,567						5.9		%
Equipment and other						305,036						49,684												(12,290)						342,430						17.6		%
Total net sales						$	1,791,623					$	165,647											$	(16,870)					$	1,940,400					100.0		%

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During the third quarter of 2024, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K) except as set forth in the table below.

Name and Title

Action Taken

Date

Type of Trading Arrangement (1)

Duration of Trading Arrangement (2)

Aggregate Number of Shares to be Sold

Brent L. Yeagy, President, Chief Executive Officer

Adoption

9/03/2024

Rule 10b5-1 trading arrangement

12/31/2025

Up to 145,813 shares of common stock owned outright and up to 100% of the shares to be issued upon settlement of performance share units earned in 2025 for the performance period 2022-2024 (which, at maximum performance, would represent 213,872 shares) (3)

(1) Each trading arrangement marked as a Rule 10b5-1 trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c).

(2) Each trading arrangement permits transactions through and including the earlier to occur of the completion of all sales under the trading arrangement or the date listed in the table.

(3) The number of performance share units earned in 2025 for the performance period 2022-2024, and the number of shares issued and available for sale, depends on performance outcomes during a performance period ending on December 31, 2024, so the aggregate number of shares that may be sold is currently undetermined.

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v3.24.3

Cover Page - shares	9 Months Ended
	Sep. 30, 2024	Oct. 17, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-10883
Entity Registrant Name	WABASH NATIONAL CORPORATION
Entity Incorporation, State or Country Code	DE
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
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	WNC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		43,336,992
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0000879526
Current Fiscal Year End Date	--12-31

v3.24.3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 81,842	$ 179,271
Accounts receivable, net	238,657	182,990
Inventories, net	260,599	267,635
Prepaid expenses and other	58,388	51,457
Total current assets	639,486	681,353
Property, plant, and equipment, net	342,578	325,444
Goodwill	188,436	188,409
Deferred income tax asset	98,003	0
Intangible assets, net	77,357	86,418
Investment in unconsolidated entity	0	1,647
Other assets	109,476	79,543
Total assets	1,455,336	1,362,814
Current liabilities:
Current portion of long-term debt	0	0
Accounts payable	187,626	156,608
Other accrued liabilities	151,657	195,601
Total current liabilities	339,283	352,209
Long-term debt	396,970	396,465
Deferred income taxes	0	17,013
Other non-current liabilities	517,904	47,028
Total liabilities	1,254,157	812,715
Commitments and contingencies
Noncontrolling interest	659	603
Wabash National Corporation stockholders’ equity:
Common stock 200,000,000 shares authorized, $0.01 par value, 43,336,755 and 45,393,260 shares outstanding, respectively	781	774
Additional paid-in capital	687,801	677,886
Retained earnings	109,995	403,923
Accumulated other comprehensive losses	(3,125)	(428)
Treasury stock at cost, 34,796,209 and 32,128,755 common shares, respectively	(594,932)	(532,659)
Total Wabash National Corporation stockholders' equity	200,520	549,496
Total liabilities, noncontrolling interest, and equity	$ 1,455,336	$ 1,362,814

v3.24.3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, par value (in usd per share)	$ 0.01	$ 0.01
Common stock, shares outstanding (in shares)	43,336,755	45,393,260
Treasury stock, shares (in shares)	34,796,209	32,128,755

v3.24.3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net sales	$ 464,040	$ 632,828	$ 1,529,926	$ 1,940,400
Cost of sales	408,031	509,918	1,307,813	1,550,436
Gross profit	56,009	122,910	222,113	389,964
General and administrative expenses	479,051	35,836	549,693	109,194
Selling expenses	7,125	6,086	22,103	20,164
Amortization of intangible assets	2,912	3,204	9,061	9,610
Impairment and other, net	(51)	147	946	149
Income (loss) from operations	(433,028)	77,637	(359,690)	250,847
Other income (expense):
Interest expense	(4,958)	(4,932)	(14,894)	(14,913)
Other, net	1,384	844	4,565	1,706
Other expense, net	(3,574)	(4,088)	(10,329)	(13,207)
Loss from unconsolidated entity	(1,677)	0	(4,578)	0
(Loss) income before income tax expense	(438,279)	73,549	(374,597)	237,640
Income tax (benefit) expense	(108,406)	18,068	(92,215)	56,289
Net (loss) income	(329,873)	55,481	(282,382)	181,351
Net income attributable to noncontrolling interest	293	152	659	481
Net (loss) income attributable to common stockholders	$ (330,166)	$ 55,329	$ (283,041)	$ 180,870
Net (loss) income attributable to common stockholders per share:
Basic (in usd per share)	$ (7.53)	$ 1.18	$ (6.33)	$ 3.82
Diluted (in usd per share)	$ (7.53)	$ 1.16	$ (6.33)	$ 3.74
Weighted average common shares outstanding (in thousands):
Basic (in shares)	43,832	46,906	44,700	47,373
Diluted (in shares)	43,832	47,755	44,700	48,348
Dividends declared per share (in usd per share)	$ 0.08	$ 0.08	$ 0.24	$ 0.24

v3.24.3

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (329,873)	$ 55,481	$ (282,382)	$ 181,351
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment	(787)	(337)	(1,795)	729
Unrealized (loss) gain on derivative instruments	(237)	1,412	(902)	(1,776)
Total other comprehensive (loss) income	(1,024)	1,075	(2,697)	(1,047)
Comprehensive (loss) income	(330,897)	56,556	(285,079)	180,304
Comprehensive income attributable to noncontrolling interest	293	152	659	481
Comprehensive (loss) income attributable to common stockholders	$ (331,190)	$ 56,404	$ (285,738)	$ 179,823

v3.24.3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net (loss) income	$ (282,382)	$ 181,351
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Depreciation	31,333	23,075
Amortization of intangibles	9,061	9,610
Net (gain) loss on sale of property, plant and equipment	(32)	149
Deferred income taxes	(115,065)	9,924
Stock-based compensation	9,915	8,812
Non-cash interest expense	719	710
Equity in loss of unconsolidated entity	4,578	0
Impairment	994	0
Accounts receivable	(55,667)	44,396
Inventories	7,036	(100,422)
Prepaid expenses and other	(2,652)	(11,820)
Accounts payable and accrued liabilities	(23,990)	39,277
Other, net	452,540	(464)
Net cash provided by operating activities	36,388	204,598
Cash flows from investing activities
Cash payments for capital expenditures	(50,843)	(85,071)
Expenditures for revenue generating assets	(1,435)	(3,961)
Proceeds from the sale of assets	2,844	0
Investment in unconsolidated entities	(10,200)	0
Net cash used in investing activities	(59,634)	(89,032)
Cash flows from financing activities
Proceeds from exercise of stock options	7	155
Dividends paid	(11,309)	(12,157)
Borrowings under revolving credit facilities	688	103,992
Payments under revolving credit facilities	(688)	(103,992)
Debt issuance costs paid	(5)	(110)
Stock repurchases	(62,273)	(55,899)
Distribution to noncontrolling interest	(603)	(512)
Net cash used in financing activities	(74,183)	(68,523)
Cash and cash equivalents:
Net (decrease) increase in cash, cash equivalents, and restricted cash	(97,429)	47,043
Cash, cash equivalents, and restricted cash at beginning of period	179,271	58,245
Cash, cash equivalents, and restricted cash at end of period	81,842	105,288
Supplemental disclosures of cash flow information:
Cash paid for interest	9,593	9,743
Net cash paid for income taxes	35,461	69,788
Period end balance of payables for property, plant, and equipment	$ 16,072	$ 7,517

v3.24.3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Lossses)	Treasury Stock
Balance at beginning of period (in shares) at Dec. 31, 2022		47,675,796
Balance at beginning of period at Dec. 31, 2022	$ 397,613	$ 766	$ 665,941	$ 188,241	$ (882)	$ (456,453)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	51,213			51,213
Foreign currency translation	564				564
Stock-based compensation (in shares)		480,463
Stock-based compensation	2,766	$ 8	2,758
Stock repurchase (in shares)		(540,875)
Stock repurchase	(23,566)					(23,566)
Common stock dividends	(4,055)			(4,055)
Unrealized (loss) gain on derivative instruments	(236)				(236)
Stock option exercises (in shares)		10,683
Stock option exercises	144		144
Balance at end of period (in shares) at Mar. 31, 2023		47,626,067
Balance at end of period at Mar. 31, 2023	424,443	$ 774	668,843	235,399	(554)	(480,019)
Balance at beginning of period (in shares) at Dec. 31, 2022		47,675,796
Balance at beginning of period at Dec. 31, 2022	397,613	$ 766	665,941	188,241	(882)	(456,453)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	180,870
Foreign currency translation	729
Unrealized (loss) gain on derivative instruments	(1,776)
Balance at end of period (in shares) at Sep. 30, 2023		46,297,254
Balance at end of period at Sep. 30, 2023	518,687	$ 774	674,900	357,294	(1,929)	(512,352)
Balance at beginning of period (in shares) at Mar. 31, 2023		47,626,067
Balance at beginning of period at Mar. 31, 2023	424,443	$ 774	668,843	235,399	(554)	(480,019)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	74,328			74,328
Foreign currency translation	502				502
Stock-based compensation (in shares)		24,550
Stock-based compensation	2,915		2,915
Stock repurchase (in shares)		(585,997)
Stock repurchase	(14,330)					(14,330)
Common stock dividends	(3,893)			(3,893)
Unrealized (loss) gain on derivative instruments	(2,952)				(2,952)
Stock option exercises (in shares)		750
Stock option exercises	11		11
Balance at end of period (in shares) at Jun. 30, 2023		47,065,370
Balance at end of period at Jun. 30, 2023	481,024	$ 774	671,769	305,834	(3,004)	(494,349)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	55,329			55,329
Foreign currency translation	(337)				(337)
Stock-based compensation (in shares)		10,829
Stock-based compensation	3,131		3,131
Stock repurchase (in shares)		(778,945)
Stock repurchase	(18,003)					(18,003)
Common stock dividends	(3,869)			(3,869)
Unrealized (loss) gain on derivative instruments	1,412				1,412
Balance at end of period (in shares) at Sep. 30, 2023		46,297,254
Balance at end of period at Sep. 30, 2023	518,687	$ 774	674,900	357,294	(1,929)	(512,352)
Balance at beginning of period (in shares) at Dec. 31, 2023		45,393,260
Balance at beginning of period at Dec. 31, 2023	549,496	$ 774	677,886	403,923	(428)	(532,659)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	18,167			18,167
Foreign currency translation	184				184
Stock-based compensation (in shares)		334,955
Stock-based compensation	3,246	$ 6	3,240
Stock repurchase (in shares)		(589,144)
Stock repurchase	(22,138)					(22,138)
Common stock dividends	(3,152)			(3,152)
Unrealized (loss) gain on derivative instruments	276				276
Stock option exercises (in shares)		500
Stock option exercises	7		7
Balance at end of period (in shares) at Mar. 31, 2024		45,139,571
Balance at end of period at Mar. 31, 2024	546,086	$ 780	681,133	418,938	32	(554,797)
Balance at beginning of period (in shares) at Dec. 31, 2023		45,393,260
Balance at beginning of period at Dec. 31, 2023	549,496	$ 774	677,886	403,923	(428)	(532,659)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(283,041)
Foreign currency translation	(1,795)
Unrealized (loss) gain on derivative instruments	(902)
Balance at end of period (in shares) at Sep. 30, 2024		43,336,755
Balance at end of period at Sep. 30, 2024	200,520	$ 781	687,801	109,995	(3,125)	(594,932)
Balance at beginning of period (in shares) at Mar. 31, 2024		45,139,571
Balance at beginning of period at Mar. 31, 2024	546,086	$ 780	681,133	418,938	32	(554,797)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	28,958			28,958
Foreign currency translation	(1,192)				(1,192)
Stock-based compensation (in shares)		21,500
Stock-based compensation	3,372	$ 1	3,371
Stock repurchase (in shares)		(935,856)
Stock repurchase	(21,696)					(21,696)
Common stock dividends	(4,162)			(4,162)
Unrealized (loss) gain on derivative instruments	(941)				(941)
Balance at end of period (in shares) at Jun. 30, 2024		44,225,215
Balance at end of period at Jun. 30, 2024	550,425	$ 781	684,504	443,734	(2,101)	(576,493)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(330,166)			(330,166)
Foreign currency translation	(787)				(787)
Stock-based compensation (in shares)		2,419
Stock-based compensation	3,297		3,297
Stock repurchase (in shares)		(890,879)
Stock repurchase	(18,439)					(18,439)
Common stock dividends	(3,573)			(3,573)
Unrealized (loss) gain on derivative instruments	(237)				(237)
Balance at end of period (in shares) at Sep. 30, 2024		43,336,755
Balance at end of period at Sep. 30, 2024	$ 200,520	$ 781	$ 687,801	$ 109,995	$ (3,125)	$ (594,932)

v3.24.3

DESCRIPTION OF THE BUSINESS & BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF THE BUSINESS & BASIS OF PRESENTATION	DESCRIPTION OF THE BUSINESS & BASIS OF PRESENTATION Wabash National Corporation (the “Company,” “Wabash,” “we,” “our,” or “us”) was founded in 1985 and incorporated as a corporation in Delaware in 1991, with its principal executive offices in Lafayette, Indiana. The Company was founded as a dry van trailer manufacturer—today, the Company enables customers to thrive by providing insight into tomorrow and delivering pragmatic solutions today to move everything from first to final mile. The Company designs, manufactures, and services a diverse range of products, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade processing equipment. This diversification has been achieved through acquisitions, organic growth, and product innovation. The condensed consolidated financial statements of the Company have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying condensed consolidated financial statements contain all material adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company, its results of operations, and its cash flows. The Company consolidates into its financial statements the accounts of the Company and any partially owned subsidiary it has the ability to control (see Note 5). The Company does not have any subsidiaries it consolidates based solely on the power to direct the activities and significant participation in the entity’s expected results that would not otherwise be consolidated based on control through voting interests. Further, its affiliates are businesses established and maintained in connection with its operating strategy and are not special purposes entities. All intercompany transactions and balances have been eliminated. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

v3.24.3

NEW ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2024
Accounting Standards Update and Change in Accounting Principle [Abstract]
NEW ACCOUNTING PRONOUNCEMENTS	NEW ACCOUNTING PRONOUNCEMENTS In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss to assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures, providing new disclosure requirements for entities with a single reportable segment, and requiring other new disclosures. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. Although the ASU only requires additional disclosures about the Company’s operating segments, the Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. Although the ASU only modifies the Company's required income tax disclosures, the Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

v3.24.3

REVENUE RECOGNITION	9 Months Ended
	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
REVENUE RECOGNITION	REVENUE RECOGNITION The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net sales and the associated costs included in Cost of sales in the Condensed Consolidated Statements of Operations. For shipping and handling costs that take place after the transfer of control, the Company applies the practical expedient and treats such costs as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company has identified three separate and distinct performance obligations: (1) the sale of a trailer or equipment, (2) the sale of replacement parts, and (3) service work. For trailer, truck body, equipment, and replacement part sales, control is transferred and revenue is recognized from the sale upon shipment to, or pick up by, the customer in accordance with the contract terms. The Company does not have any material extended payment terms as payment is received shortly after the point of sale. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company does have customers who pay for the product prior to the transfer of control which is recorded as customer deposits in Other accrued liabilities as shown in Note 11. Customer deposits are recognized as revenue when the Company performs its obligations under the contract and transfers control of the product.

v3.24.3

GOODWILL & OTHER INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL & OTHER INTANGIBLE ASSETS	GOODWILL & OTHER INTANGIBLE ASSETS As further described in Note 19, the Company has established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable segments have also been determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. As of September 30, 2024, goodwill allocated to the TS and P&S segments was approximately $120.5 million and $67.9 million, respectively. The Company considered whether there were any indicators of impairment during the three and nine months ended September 30, 2024 and concluded there were none. The changes in the carrying amounts of goodwill from December 31, 2022 through the nine-month period ended September 30, 2024 were as follows (in thousands): Transportation Solutions Parts & Services Total Balance at December 31, 2022 Goodwill $ 188,759  $ 108,075  $ 296,834  Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2022 120,502  67,932  188,434  Effects of foreign currency (16) (9) (25) Balance at December 31, 2023 Goodwill 188,743  108,066  296,809  Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2023 120,486  67,923  188,409  Effects of foreign currency (2) —  (2) Balance at March 31, 2024 Goodwill 188,741  108,066  296,807  Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of March 31, 2024 120,484  67,923  188,407  Effects of foreign currency 10  6  16  Balance at June 30, 2024 Goodwill 188,751  108,072  296,823  Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of June 30, 2024 120,494  67,929  188,423  Effects of foreign currency 9  4  13  Balance at September 30, 2024 Goodwill 188,760  108,076  296,836  Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of September 30, 2024 $ 120,503  $ 67,933  $ 188,436

v3.24.3

NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs)	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NONCONTROLLING INTREST AND VARIABLE INTEREST ENTITIES (VIEs)	NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (“VIEs”) VIEs & Consolidation The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either the variable interest model (the “VIE model”) or the voting interest model (the “VOE model”). VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (ii) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE through its interest in the VIE. To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, the Company considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE (typically management and representation on the board of directors as well as control of the overall strategic direction of the entity) and have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE. To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests, which primarily include the obligation to absorb losses or fund expenditures or losses (if needed), that are deemed to be variable interests in the VIE. This assessment requires the Company to apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing the significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by the Company. At the VIE’s inception, the Company determines whether it is the primary beneficiary and if the VIE should be consolidated based on the facts and circumstances. The Company then performs on-going reassessments of the VIE based on reconsideration events and reevaluates whether a change to the consolidation conclusion is required each reporting period. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with the applicable GAAP. Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, the Company consolidates the entity if it determines that it, directly or indirectly, has greater than 50% of the voting shares and that other equity holders do not have substantive voting, participating or liquidation rights. The Company has no entities consolidated under the VOE model. At each reporting period, the Company reassesses whether it remains the primary beneficiary for VIEs consolidated under the VIE model. If the Company concludes it is not the primary beneficiary of a VIE, the Company evaluates whether it has the ability to exercise significant influence over operating and financial policies of the entity requiring the equity method of accounting. The Company’s judgment regarding the level of influence over an equity method investment includes, but is not limited to, considering key factors such as the Company’s ownership interest (generally represented by ownership of at least 20 percent but not more than 50 percent), representation on the board of directors, participation in policy making decisions, technological dependency, and material intercompany transactions. Generally, under the equity method, investments are recorded at cost and subsequently adjusted by the Company’s share of equity in income or losses after the date of the initial investment. Equity in income or losses is recorded according to the Company’s level of ownership; if losses accumulate, the Company records its share of losses until the investment has been fully depleted. If the Company’s investment has been fully depleted, the Company recognizes additional losses only when it is committed to provide further financial support. Dividends received from equity method, reduce the amount of the Company’s investment when received and do not impact the Company’s earnings. The Company evaluates its equity method investments for an other-than-temporary impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. Linq Venture Holdings LLC During the fourth quarter of 2023, the Company continued to unify and expand its parts and services capabilities and ecosystem by executing an agreement with a partner to create a new legal entity (Linq Venture Holdings LLC, “Linq”) to develop and scale a digital marketplace in and for the transportation and logistics distribution industry. Linq is intended to be the digital channel to market Wabash equipment and parts & services, as well as non-Wabash parts & services, in a digital marketplace format to end-customers as well as dealers. The Company holds 49% ownership of the membership units in Linq while its partner holds 51%. Initial capital contributions to Linq were in proportion to the respective ownership interests. The Company’s initial capital contribution was approximately $2.5 million while its partner’s contribution was approximately $2.6 million. At its formation, Linq had no debt or other financial obligations other than typical operating expenses and costs. Creditors of Linq do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the respective ownership interests. The operating agreement provides the Company’s partner with put rights that would require the Company to purchase its partner’s interest in Linq. In addition, the operating agreement provides the Company with call rights that would allow it to purchase its partner’s interest in Linq. These put and call rights vary depending upon when they may be exercised, which is generally from formation of Linq up to and including the seven-year anniversary of formation. Upon receiving notice that the Company’s partner has exercised the put right or the Company has exercised the call right, a valuation will occur as stipulated within the operating agreement. Generally, the valuation stipulated within the operating agreement is materially equivalent to a fair value calculation. Such put and call rights have not been exercised by the Company’s partner or the Company as of the current period end date. Because Linq does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the Company concluded that Linq is a VIE. The Company has the ability to significantly influence the activities of Linq through minority representation on the Board of Directors as well as through participation in certain management and strategic decisions of Linq. The Company’s partner is responsible for the overall development and management of the digital marketplace, the primary purpose for which Linq was formed. Both the Company and its partner have a requirement to provide funding to Linq if needed. As part of the formation of Linq, the Company executed a credit agreement with Linq whereby a $10.0 million revolving line of credit (the “Wabash Note”) with a 7% simple accrued interest rate, paid quarterly, is available to Linq. The commitment under the Wabash Note may be increased to $35.0 million subject to the approval of the Board of Directors as stipulated in the operating agreement. In the three-month period ended September 30, 2024, $3.1 million was borrowed under the Wabash Note and as of September 30, 2024, there was $8.7 million outstanding. Interest income resulting from the Wabash Note for the three and nine-month periods ended September 30, 2024 was $0.1 million and $0.2 million, respectively. Interest income under the Wabash Note is included in Other, net in the Company’s Condensed Consolidated Statements of Operations. The Company did not provide financial or other support to Linq that it was not contractually obligated to provide. Given the facts and circumstances specific to Linq, the Company concluded that it is not the primary beneficiary of this VIE. However, the Company has the ability to exercise significant influence over the operating and financial policies of Linq. The Company’s maximum exposure to loss in this unconsolidated VIE is limited to the Company’s initial capital contribution and any amounts borrowed under the Wabash Note. The partner’s put right does not have a standalone value as it based upon a fair value calculation when exercised, as stipulated in the operating agreement. The Company’s equity method investment in Linq is recorded in Investment in unconsolidated entity on its Condensed Consolidated Balance Sheets. Any amounts borrowed under the Wabash Note are recorded in Other assets on the Company’s Condensed Consolidated Balance Sheets and within Investment in unconsolidated entity cash outflows presented in the investing cash flows of the Company’s Condensed Consolidated Statements of Cash Flows. Linq is considered operationally integral. The Company’s share of the results from its equity method investment is included in Loss from unconsolidated entity in the Condensed Consolidated Statements of Operations. The following table is a rollforward of activities related to the Company’s unconsolidated entity (in thousands): 2024 2023 Balance at January 1 $ 1,647  $ —  Loss from unconsolidated entity (1,486) —  Balance at March 31 161  —  Loss from unconsolidated entity (1,415) —  Equity deficit applied to note (1) 1,254  —  Balance at June 30 —  —  Loss from unconsolidated entity (1,676) —  Equity deficit applied to note (1) 1,676  —  Balance at September 30 $ —  $ —  (1) As the Company is not required to advance additional funds to Linq, excess losses beyond its initial investment have been recorded against the basis of its other investments in Linq, which is comprised of the loan receivable for amounts borrowed under the Wabash Note. Wabash Parts LLC During the second quarter of 2022, the Company unified and expanded its parts and distribution capabilities by executing an agreement with a partner to create a new legal entity (Wabash Parts LLC, “WP”) to operate a parts and services distribution platform. The Company holds 50% ownership in WP while its partner holds the remaining 50%. Initial capital contributions were insignificant. WP has no debt or other financial obligations other than typical operating expenses and costs. Creditors of WP do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the respective ownership interests. The operating agreement provides the Company’s partner with a put right that would require the Company to purchase its partner’s interest in WP. Upon receiving notice that the Company’s partner has exercised the put right, a valuation will occur as stipulated within the operating agreement. Such put right has not been exercised by the Company’s partner and is therefore not mandatorily redeemable as of the current period end date, however the existence of the put right that is beyond the Company’s control requires the noncontrolling interest to be presented in the temporary equity section of the Company’s Condensed Consolidated Balance Sheets. Because the entity does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the Company concluded that WP is a VIE. The Company has the power to direct the activities of WP through majority representation on the Board of Directors as well as control related to the management and overall strategic direction of the entity. In addition, the Company has the obligation to absorb the benefits and losses of WP that could potentially be significant to the entity. The Company also has a requirement to provide funding to the entity if needed. Given the facts and circumstances specific to WP, the Company concluded that it is the primary beneficiary and, as such, is required to consolidate the entity. WP’s results of operations are included in the Parts & Services operating and reportable segment. Through September 30, 2024, the Company did not provide financial or other support to this VIE that it was not contractually obligated to provide. As of September 30, 2024, the Company does not have any obligations to provide financial support to WP. The following table presents the assets and liabilities of the WP VIE consolidated on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 3,358  $ 3,020  Accounts receivable, net 2,973  1,540  Inventories, net 19  85  Prepaid expenses and other 57  68  Total current assets 6,407  4,713  Property, plant, and equipment, net —  —  Other assets 363  543  Total assets $ 6,770  $ 5,256  Liabilities Current liabilities: Accounts payable $ 5,428  $ 4,024  Other accrued liabilities 24  26  Total current liabilities 5,452  4,050  Other non-current liabilities —  —  Total liabilities $ 5,452  $ 4,050  The following table is a rollforward of activities in the Company’s noncontrolling interest (in thousands): 2024 2023 Balance at January 1 $ 603  $ 512  Net income attributable to noncontrolling interest 120  183  Other comprehensive income (loss) —  —  Distributions paid to noncontrolling interest (603) —  Balance at March 31 120  695  Net income attributable to noncontrolling interest 246  146  Other comprehensive income (loss) —  —  Distributions declared to noncontrolling interest —  (512) Balance at June 30 366  329  Net income attributable to noncontrolling interest 293  152  Other comprehensive income (loss) —  —  Distributions declared to noncontrolling interest —  —  Balance at September 30 $ 659  $ 481

v3.24.3

INVENTORIES, NET	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
INVENTORIES, NET	INVENTORIES, NET Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or net realizable value. Inventories, net of reserves, consist of the following components (in thousands): September 30, 2024 December 31, 2023 Raw materials and components $ 140,695  $ 156,314  Finished goods 88,650  86,586  Work in progress 15,799  14,102  Aftermarket parts 7,638  7,263  Used trailers 7,817  3,370  $ 260,599  $ 267,635

v3.24.3

PREPAID EXPENSES AND OTHER	9 Months Ended
	Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID EXPENSES AND OTHER	PREPAID EXPENSES AND OTHER Prepaid expenses and other current assets consist of the following (in thousands): September 30, 2024 December 31, 2023 Chassis converter pool agreements $ 32,617  $ 27,312  Assets held for sale —  —  Income tax receivables 15,616  11,840  Insurance premiums & maintenance/subscription agreements 7,183  5,899  Commodity swap contracts 485  1,511  All other 2,487  4,895  $ 58,388  $ 51,457  Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, who retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales to the manufacturer’s dealers. There were no assets held for sale as of either date presented. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. As further described in Note 9, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Other items primarily consist of investments held by the Company’s captive insurance subsidiary and other various prepaid and other assets. As of September 30, 2024 and December 31, 2023, there was no restricted cash included in prepaid expenses and other current assets.

v3.24.3

DEBT	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
DEBT	DEBT Long-term debt consists of the following (in thousands): September 30, 2024 December 31, 2023 Senior Notes due 2028 $ 400,000  $ 400,000  Revolving Credit Agreement —  —  400,000  400,000  Less: unamortized discount and fees (3,030) (3,535) Less: current portion —  —  $ 396,970  $ 396,465  Senior Notes due 2028 On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes due 2028 (the “Senior Notes”). The Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among the Company, certain subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, National Association, 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, the Company 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, the Company 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 so long as if, after any such redemption occurs, at least 60% of the aggregate principal amount of the Senior Notes remain outstanding. On and after October 15, 2024, the Company 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 the Company has exercised its optional redemption right in respect of the Senior Notes, the holders of the Senior Notes will have the right to require the Company 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. The Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Senior Notes and related guarantees are the Company’s and the Guarantors’ general unsecured senior obligations and will be subordinated to all of the Company and the Guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the Senior Notes are structurally subordinated to any existing and future debt of any of the Company’s subsidiaries that are not Guarantors, to the extent of the assets of those subsidiaries. Subject to a number of exceptions and qualifications, the Indenture restricts the Company’s ability and the ability of certain of its subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, its capital stock or with respect to any other interest or participation in, or measured by, its profits; (iii) make loans and certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications. During any time when the Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and the Company and its subsidiaries will cease to be subject to such covenants during such period. 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 September 30, 2024, the Company was in compliance with all covenants. Contractual coupon interest expense and accretion of fees for the Senior Notes for each three- and nine-month period ended September 30, 2024 was $4.5 million and $0.2 million, and $13.5 million and $0.5 million, respectively. Contractual coupon interest expense and accretion of fees for the Senior Notes for each three- and nine-month period ended September 30, 2023 was $4.5 million and $0.2 million, and $13.5 million and $0.5 million, respectively. Contractual coupon interest expense and accretion of fees for the Senior Notes are included in Interest expense in the Company’s Condensed Consolidated Statements of Operations. Revolving Credit Agreement On September 23, 2022, the Company entered into the Third Amendment to Second Amended and Restated Credit Agreement among the Company, certain of its subsidiaries as borrowers (together with the Company, the “Borrowers”), certain of its subsidiaries as guarantors, the lenders party thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent (the “Agent”), which amended the Company’s existing Second Amended and Restated Credit Agreement dated as of December 21, 2018 (as amended from time to time, the “Revolving Credit Agreement”). Under the Revolving Credit Agreement, the lenders agree to make available a $350 million revolving credit facility to the Borrowers with a scheduled maturity date of September 23, 2027. The Company has the option to increase the total commitments under the facility by up to an additional $175 million, subject to certain conditions, including obtaining agreements from one or more lenders, whether or not party to the Revolving Credit Agreement, to provide such additional commitments. Availability under the Revolving Credit Agreement is based upon quarterly (or more frequent under certain circumstances) borrowing base certifications of the Borrowers’ eligible inventory, eligible leasing inventory and eligible accounts receivable, and is reduced by certain reserves in effect from time to time. Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in the amount of $25 million and allows for swingline loans in the amount of $35 million. Outstanding borrowings under the Revolving Credit Agreement bear interest at an annual rate, at the Borrowers’ election, equal to (i) adjusted term Secured Overnight Financing Rate 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. The Borrowers 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 the Agent and the lenders. The Revolving Credit Agreement is guaranteed by certain subsidiaries of the Company (the “Guarantors”) and is secured by substantially all personal property of the Borrowers and the Guarantors. The Revolving Credit Agreement contains customary covenants limiting the ability of the Company and certain of its subsidiaries 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. In addition, the Company will be 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 Revolving Credit Agreement is less than the greater of (a) 10.0% of the lesser of (i) the total revolving commitments and (ii) the borrowing base (such lesser amount, the “Line Cap”) and (b) $25 million. As of September 30, 2024, the Company was in compliance with all covenants. 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, or 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. The Revolving Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the lenders may, among other things, require the immediate payment of all amounts outstanding and foreclose on collateral. In addition, in the case of an event of default arising from certain events of bankruptcy or insolvency, the lenders’ obligations under the Revolving Credit Agreement would automatically terminate, and all amounts outstanding under the Revolving Credit Agreement would automatically become due and payable. The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Agreement, amounted to $404.9 million as of September 30, 2024 and $516.1 million as of December 31, 2023. During the three-month period ended September 30, 2024, the Company had payments of principal totaling $0.3 million and borrowings of principal totaling $0.3 million. During the nine-month period ended September 30, 2024, the Company had payments of principal totaling $0.7 million and borrowings of principal totaling $0.7 million. As of September 30, 2024, there were no amounts outstanding under the Revolving Credit Agreement. During the three-month period ended September 30, 2023, the Company had payments of principal totaling $0.3 million and borrowings of principal totaling $0.3 million. During the nine-month period ended September 30, 2023, the Company had payments of principal totaling $104.0 million and borrowings of principal totaling $104.0 million. As of September 30, 2023, there were no amounts outstanding under the Revolving Credit Agreement. Interest expense under the Revolving Credit Agreement for the three- and nine-month periods ended September 30, 2024 was approximately $0.2 million and $0.6 million, respectively. During the three- and nine-month periods ended September 30, 2023, interest expense under the Revolving Credit Agreement was approximately $0.2 million and $0.7 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expense in the Company’s Condensed Consolidated Statements of Operations.

v3.24.3

FINANCIAL DERIVATIVE INSTRUMENTS	9 Months Ended
	Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
FINANCIAL DERIVATIVE INSTRUMENTS	FINANCIAL DERIVATIVE INSTRUMENTS Commodity Pricing Risk As of September 30, 2024, the Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $19.1 million. The Company uses commodity swap contracts to mitigate the risks associated with fluctuations in commodity prices impacting its cash flows related to inventory purchases from suppliers. The Company does not hedge all commodity price risk. At inception, the Company designated the commodity swap contracts as cash flow hedges. The contracts mature at specified monthly settlement dates and will be recognized into earnings through December 2024. The effective portion of the hedging transaction is recognized in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and transferred to earnings when the forecasted hedged transaction takes place or when the forecasted hedged transaction is no longer probable to occur. Financial Statement Presentation As of September 30, 2024 and December 31, 2023, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands): Asset / (Liability) Derivatives Balance Sheet Caption September 30, 2024 December 31, 2023 Derivatives designated as hedging instruments Commodity swap contracts Prepaid expenses and other $ 485  $ 1,511  Commodity swap contracts Accounts payable and Other accrued liabilities (828) (1,045) Total derivatives designated as hedging instruments $ (343) $ 466  The following table summarizes the gain or loss recognized in AOCI as of September 30, 2024 and December 31, 2023 and the amounts reclassified from AOCI into earnings for the three and nine months ended September 30, 2024 and 2023 (in thousands): Amount of (Loss) Gain Recognized in AOCI on Derivatives (Effective Portion, net of tax) Location of Gain (Loss) Reclassified from AOCI into Earnings (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Earnings September 30, 2024 December 31, 2023 Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Derivatives instruments Commodity swap contracts $ (514) $ 388  Cost of sales $ (175) $ (2,285) $ (299) $ (2,168) Over the next 12 months, the Company expects to reclassify approximately $0.7 million of pretax deferred losses, related to the commodity swap contracts, from AOCI to cost of sales as inventory purchases are settled.

v3.24.3

LEASES	9 Months Ended
	Sep. 30, 2024
Leases [Abstract]
LEASES	LEASES Lessee Activities The Company records a right-of-use (“ROU”) asset and lease liability for substantially all leases for which it is a lessee, in accordance with Accounting Standards Codification (“ASC”) 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration. The Company leases certain industrial spaces, office spaces, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion, and are included in the lease term only to the extent such renewal options are reasonably certain of being exercised at lease commencement. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. During the nine months ended September 30, 2024, leased assets obtained in exchange for new operating lease liabilities totaled approximately $7.5 million. During the nine months ended September 30, 2023, leased assets obtained in exchange for new operating lease liabilities totaled approximately $9.4 million. As of September 30, 2024, obligations related to operating leases that the Company has executed but have not yet commenced were nominal. Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands): Classification September 30, 2024 December 31, 2023 Right-of-Use Assets Operating Other assets $ 33,768  $ 32,219  Total leased ROU assets $ 33,768  $ 32,219  Liabilities Current Operating Other accrued liabilities $ 11,034  $ 9,049  Noncurrent Operating Other non-current liabilities 22,734  23,170  Total lease liabilities $ 33,768  $ 32,219  Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands): Classification Three Months Ended September 30, 2024 Three Months Ended September 30, 2023 Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 3,111  $ 2,442  Net lease cost $ 3,111  $ 2,442  Classification Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 8,776  $ 6,440  Net lease cost $ 8,776  $ 6,440  Maturity of the Company’s lease liabilities as of September 30, 2024 is as follows (in thousands): Operating Leases Finance Leases Total 2024 (remainder) $ 3,202  $ —  $ 3,202  2025 12,268  —  12,268  2026 11,132  —  11,132  2027 6,134  —  6,134  2028 2,550  —  2,550  Thereafter 1,428  —  1,428  Total lease payments $ 36,714  $ —  $ 36,714  Less: interest 2,946  —  Present value of lease payments $ 33,768  $ —  As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Remaining lease term and discount rates are as follows: September 30, 2024 December 31, 2023 Weighted average remaining lease term (years) Operating leases 3.3 3.8 Weighted average discount rate Operating leases 5.07  % 4.94  % Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands): Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 8,837  $ 6,434  Operating cash flows from finance leases $ —  $ —  Financing cash flows from finance leases $ —  $ —  Lessor and Sublessor Activities The Company leases dry van trailers to customers under full-service lease agreements and operating lease agreements. At the inception of a contract, in accordance with the applicable accounting guidance (ASC 842, Leases) the Company considers whether the arrangement contains a lease and, as applicable, performs the required lease classification tests. The Company, as a lessor, has no sales-type or direct financing lease arrangements as of September 30, 2024. The Company’s full-service lease agreements are an integrated service that include lease component amounts related to the use of the trailer, as well as non-lease components for preventative maintenance, certain repairs as defined in the related agreement, and ad valorem taxes. In accordance with the applicable accounting guidance (ASC 842, Leases), the Company has elected to combine lease and non-lease components when reporting revenue for the full-service underlying class of leased assets. Initial lease terms are generally three to five years. Certain of the Company’s leases provide customers with renewal options that provide the ability to extend the lease term for a period of generally one to five years. In addition, some leases include options for the customer to purchase the trailers at fair market value, as determined by the Company at or near the end of the lease. The Company’s lease agreements generally do not have residual value guarantees nor permit customers to terminate the lease agreements prior to natural expiration. As stipulated in the lease agreements, the Company may receive reimbursements from customers for certain damage or required repairs to the trailers. Certain of the Company’s leases and subleases are with a related party—such transactions were at market value and at arm’s length. Lease income is included in Net sales on the Company’s Condensed Consolidated Statements of Operations, and is recorded in the Parts & Services operating segment. For the three and nine months ended September 30, 2024 and 2023, the Company’s lease income consisted of the following components (in thousands): Three Months Ended September 30, 2024 Three Months Ended September 30, 2023 Operating lease income Fixed lease income $ 580  $ 324  Variable lease income —  —  Total lease income1 $ 580  $ 324  Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 Operating lease income Fixed lease income $ 1,782  $ 503  Variable lease income —  —  Total lease income1 $ 1,782  $ 503  ————————— (1) As noted above, net revenue related to subleases was insignificant for all periods presented but such revenue is included in the tables above. The following table shows the Company’s future contractual receipts from noncancelable operating leases as of September 30, 2024 (in thousands): Operating Leases2 2024 (remainder) $ 580  2025 2,062  2026 2,062  2027 1,949  2028 1,567  Thereafter 99  Total contractual receipts $ 8,319  ————————— (2) The future contractual receipts due under the Company’s full-service operating leases include amounts related to preventative maintenance, certain repairs as defined in the related agreements, and ad valorem taxes. Net revenue related to the Company’s subleases are also included in the table above.
LEASES	LEASES Lessee Activities The Company records a right-of-use (“ROU”) asset and lease liability for substantially all leases for which it is a lessee, in accordance with Accounting Standards Codification (“ASC”) 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration. The Company leases certain industrial spaces, office spaces, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion, and are included in the lease term only to the extent such renewal options are reasonably certain of being exercised at lease commencement. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. During the nine months ended September 30, 2024, leased assets obtained in exchange for new operating lease liabilities totaled approximately $7.5 million. During the nine months ended September 30, 2023, leased assets obtained in exchange for new operating lease liabilities totaled approximately $9.4 million. As of September 30, 2024, obligations related to operating leases that the Company has executed but have not yet commenced were nominal. Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands): Classification September 30, 2024 December 31, 2023 Right-of-Use Assets Operating Other assets $ 33,768  $ 32,219  Total leased ROU assets $ 33,768  $ 32,219  Liabilities Current Operating Other accrued liabilities $ 11,034  $ 9,049  Noncurrent Operating Other non-current liabilities 22,734  23,170  Total lease liabilities $ 33,768  $ 32,219  Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands): Classification Three Months Ended September 30, 2024 Three Months Ended September 30, 2023 Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 3,111  $ 2,442  Net lease cost $ 3,111  $ 2,442  Classification Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 8,776  $ 6,440  Net lease cost $ 8,776  $ 6,440  Maturity of the Company’s lease liabilities as of September 30, 2024 is as follows (in thousands): Operating Leases Finance Leases Total 2024 (remainder) $ 3,202  $ —  $ 3,202  2025 12,268  —  12,268  2026 11,132  —  11,132  2027 6,134  —  6,134  2028 2,550  —  2,550  Thereafter 1,428  —  1,428  Total lease payments $ 36,714  $ —  $ 36,714  Less: interest 2,946  —  Present value of lease payments $ 33,768  $ —  As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Remaining lease term and discount rates are as follows: September 30, 2024 December 31, 2023 Weighted average remaining lease term (years) Operating leases 3.3 3.8 Weighted average discount rate Operating leases 5.07  % 4.94  % Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands): Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 8,837  $ 6,434  Operating cash flows from finance leases $ —  $ —  Financing cash flows from finance leases $ —  $ —  Lessor and Sublessor Activities The Company leases dry van trailers to customers under full-service lease agreements and operating lease agreements. At the inception of a contract, in accordance with the applicable accounting guidance (ASC 842, Leases) the Company considers whether the arrangement contains a lease and, as applicable, performs the required lease classification tests. The Company, as a lessor, has no sales-type or direct financing lease arrangements as of September 30, 2024. The Company’s full-service lease agreements are an integrated service that include lease component amounts related to the use of the trailer, as well as non-lease components for preventative maintenance, certain repairs as defined in the related agreement, and ad valorem taxes. In accordance with the applicable accounting guidance (ASC 842, Leases), the Company has elected to combine lease and non-lease components when reporting revenue for the full-service underlying class of leased assets. Initial lease terms are generally three to five years. Certain of the Company’s leases provide customers with renewal options that provide the ability to extend the lease term for a period of generally one to five years. In addition, some leases include options for the customer to purchase the trailers at fair market value, as determined by the Company at or near the end of the lease. The Company’s lease agreements generally do not have residual value guarantees nor permit customers to terminate the lease agreements prior to natural expiration. As stipulated in the lease agreements, the Company may receive reimbursements from customers for certain damage or required repairs to the trailers. Certain of the Company’s leases and subleases are with a related party—such transactions were at market value and at arm’s length. Lease income is included in Net sales on the Company’s Condensed Consolidated Statements of Operations, and is recorded in the Parts & Services operating segment. For the three and nine months ended September 30, 2024 and 2023, the Company’s lease income consisted of the following components (in thousands): Three Months Ended September 30, 2024 Three Months Ended September 30, 2023 Operating lease income Fixed lease income $ 580  $ 324  Variable lease income —  —  Total lease income1 $ 580  $ 324  Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 Operating lease income Fixed lease income $ 1,782  $ 503  Variable lease income —  —  Total lease income1 $ 1,782  $ 503  ————————— (1) As noted above, net revenue related to subleases was insignificant for all periods presented but such revenue is included in the tables above. The following table shows the Company’s future contractual receipts from noncancelable operating leases as of September 30, 2024 (in thousands): Operating Leases2 2024 (remainder) $ 580  2025 2,062  2026 2,062  2027 1,949  2028 1,567  Thereafter 99  Total contractual receipts $ 8,319  ————————— (2) The future contractual receipts due under the Company’s full-service operating leases include amounts related to preventative maintenance, certain repairs as defined in the related agreements, and ad valorem taxes. Net revenue related to the Company’s subleases are also included in the table above.

v3.24.3

OTHER ACCRUED LIABILITIES	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
OTHER ACCRUED LIABILITIES	OTHER ACCRUED LIABILITIES The following table presents the major components of Other accrued liabilities (in thousands): September 30, 2024 December 31, 2023 Warranty $ 20,564  $ 21,286  Chassis converter pool agreements 32,616  27,312  Payroll and related taxes 14,180  40,265  Customer deposits 35,571  45,586  Self-insurance 11,965  11,311  Accrued interest 8,316  3,817  Operating lease obligations 11,034  9,049  Accrued taxes 8,018  24,662  All other 9,393  12,313  $ 151,657  $ 195,601  The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands): 2024 2023 Balance as of January 1 $ 21,286  $ 22,061  Provisions and revisions to estimates 3,811  2,705  Payments (4,533) (3,255) Balance as of September 30 $ 20,564  $ 21,511  The Company offers a limited warranty for its products with a coverage period that ranges between 1 and 5 years, except that the coverage period for DuraPlate® trailer panels is 10 years and the coverage period for steel main beams on flatbed trailer products exceeds 10 years. The Company passes through component manufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverage at the time of the sale

v3.24.3

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS The Company’s fair value measurements are based upon a three-level valuation hierarchy. These valuation techniques are based upon the transparency of inputs (observable and unobservable) to the valuation of an asset or liability as of the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy: ▪Level 1 — Valuation is based on quoted prices for identical assets or liabilities in active markets; ▪Level 2 — Valuation is based on quoted prices for similar assets or liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for the full term of the financial instrument; and ▪Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement. Recurring Fair Value Measurements The Company maintains a non-qualified deferred compensation plan which is offered to senior management and other key employees. The amount owed to participants is an unfunded and unsecured general obligation of the Company. Participants are offered various investment options with which to invest the amount owed to them, and the plan administrator maintains a record of the liability owed to participants by investment. To minimize the impact of the change in market value of this liability, the Company has elected to purchase a separate portfolio of investments through the plan administrator similar to those chosen by the participant. The investments purchased by the Company include mutual funds, which are classified as Level 1, and life-insurance contracts valued based on the performance of underlying mutual funds, which are classified as Level 2. Additionally, the Company holds a pool of investments made by a wholly owned captive insurance subsidiary. These investments are comprised of mutual funds, which are classified as Level 1. The fair value of the Company’s derivatives is estimated with a market approach using third-party pricing services, which have been corroborated with data from active markets or broker quotes, and are classified as Level 2. Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 are shown below (in thousands): Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) September 30, 2024 Commodity swap contracts Recurring $ (343) $ —  $ (343) $ —  Mutual funds Recurring $ 14,714  $ 14,714  $ —  $ —  Life-insurance contracts Recurring $ 21,695  $ —  $ 21,695  $ —  December 31, 2023 Commodity swap contracts Recurring $ 466  $ —  $ 466  $ —  Mutual funds Recurring $ 11,735  $ 11,735  $ —  $ —  Life-insurance contracts Recurring $ 18,510  $ —  $ 18,510  $ —  Estimated Fair Value of Debt The estimated fair value of debt at September 30, 2024 consists of the Senior Notes due 2028 (see Note 8). The fair value of the Senior Notes due 2028 are based upon third party pricing sources, which generally do not represent daily market activity or represent data obtained from an exchange, and are classified as Level 2. The interest rates on the Company’s borrowings under the Revolving Credit Agreement are adjusted regularly to reflect current market rates and thus carrying value approximates fair value for any borrowings. The Company’s carrying and estimated fair value of debt at September 30, 2024 and December 31, 2023 were as follows (in thousands): September 30, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Instrument Senior Notes due 2028 $ 396,970  $ —  $ 363,724  $ —  $ 396,465  $ —  $ 361,774  $ —  Revolving Credit Agreement —  —  —  —  —  —  —  —  $ 396,970  $ —  $ 363,724  $ —  $ 396,465  $ —  $ 361,774  $ —  The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements, since long-term debt is presented at carrying value, net of unamortized premium or discount and unamortized deferred financing costs in the condensed consolidated financial statements.

v3.24.3

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Litigation As of September 30, 2024, the Company was named as a defendant or was otherwise involved in numerous legal proceedings and governmental examinations, including class action lawsuits, in connection with the conduct of its business activities, in various jurisdictions, both in the United States and internationally. Accrual for losses have been recorded in accordance with GAAP. On the basis of information currently available to it and except as otherwise noted below, management does not believe that existing proceedings and investigations will have a material impact on our consolidated financial condition or liquidity if determined in a manner adverse to the Company. However, such matters are unpredictable, and we could incur judgments or enter into settlements for current or future claims that could materially and adversely affect our financial statements. Costs associated with the litigation and settlements of legal matters are reported within General and administrative expenses in the Consolidated Statements of Operations. Legal Matter Estimated Liability As of September 30, 2024, the Company was named as a defendant in California state court in two purported class action lawsuits, alleging wage and hour claims under California-specific employment laws (collectively, the “Matters”). The defense of both lawsuits is being handled in conjunction with one another. During the three months ended March 31, 2023, in accordance with ASC 450, the Company concluded a liability related to the Matters was probable and estimable. As such, an estimated liability of $3.0 million was included in General & administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2023. During the second quarter of 2023, the Company reached an agreement to resolve the Matters via settlement for an amount materially consistent with the estimated liability. The settlement proceeds were paid in the first quarter of 2024, and the Company received confirmation on February 20, 2024 that the administrator received the settlement payment. This matter is now closed. Product Liability Claims 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. On October 6, 2020, the Company was named as a co-defendant 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”). On September 5, 2024, a jury awarded compensatory damages of $12 million and punitive damages of $450 million (the “Award”) against the Company in the Product Liability Matter. The case related to a 2019 motor vehicle accident in which a passenger vehicle with an unobstructed view struck the back of a nearly stopped 2004 Wabash trailer that was operated by co-defendant GDS Express Inc. at the time of the accident. The evidence was undisputed that the trailer fully complied with all applicable regulations. Based on the Award, as of September 30, 2024, the Company has recognized an aggregate liability for this matter of $462 million included in the Company’s Condensed Consolidated Balance Sheet within Other non-current liabilities. The Company believes that the compensatory damages will be covered by the Company’s insurance policies and recorded a $12 million receivable included in Other assets in the Company’s Condensed Consolidated Balance Sheet as of September 30, 2024. The Company believes the Award is abnormally high and 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 for purpose of appeal, and the Company will be evaluating all available legal options. The ultimate outcome of such claims and litigation, including the Product Liability Matter, cannot be predicted with any certainty and any such claim or litigation could materially and adversely affect the Company’s financial condition, results of operations and cash flows. Environmental Disputes In August 2014, the Company received notice as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control (the “DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and corresponding South Carolina statutes. PRPs include parties identified through manifest records as having contributed to deliveries of hazardous substances to the Philip Services Site between 1979 and 1999. The DHEC’s allegation that the Company was a PRP arises out of four manifest entries in 1989 under the name of a company unaffiliated with Wabash National Corporation (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in August 2014 that it was offering the Company the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the DHEC. The Company has accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to the Company’s financial condition and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by the Company thereunder is not expected to have a material adverse effect on the Company’s financial condition or results of operations. On November 13, 2019, the Company received a notice that it was considered one of several PRPs by the Indiana Department of Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at a property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). The Company has never owned or operated the Site, but the Site is near certain of the Company’s owned properties. In 2020, the Company agreed to implement a limited work plan to further investigate the source of the contamination at the Site and worked with IDEM and other PRPs to finalize the terms of the work plan. The Company submitted its initial site investigation report to IDEM during the third quarter of 2020, indicating that the data collected by the Company’s consultant confirmed that the Company’s properties are not the source of contamination at the Site. In December 2021, after completing further groundwater sampling work, the Company submitted to IDEM a supplemental written report, which again stated that the Company is not a responsible party and the Company’s properties are not a source of any contamination. In June 2022, the Company and other PRPs finalized Work Plan Addendum No. 3, which provided for additional groundwater sampling on another PRP property. The Company completed all additional sampling and submitted supplemental reports to IDEM as of the first quarter of 2024. All available information and reports establish there is no source of any contamination on the Company’s owned properties. As of September 30, 2024, based on the information available, the Company does not expect this matter to have a material adverse effect on its financial condition or results of operations. Chassis Converter Pool Agreements The Company obtains vehicle chassis for its specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and in some cases, for unallocated orders. The agreements generally state that the manufacturer will provide a supply of chassis to be maintained at the Company’s facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of the agreement. In addition, the manufacturer typically retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to the Company nor permit the Company to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although the Company is party to related finance agreements with manufacturers, the Company has not historically settled, nor expects to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of September 30, 2024, the Company’s outstanding chassis converter pool with the manufacturer totaled $32.6 million and has included this financing agreement on the Company’s Condensed Consolidated Balance Sheets within Prepaid expenses and other and Other accrued liabilities. All other chassis programs are handled as consigned inventory belonging to the manufacturer and totaled approximately $1.3 million. Under these agreements, if the chassis is not delivered to a customer within a specified time frame, the Company is required to pay a finance or storage charge on the chassis. Additionally, the Company receives finance support funds from manufacturers when the chassis are assigned into the Company’s chassis pool. Typically, chassis are converted and delivered to customers within 90 days of the receipt of the chassis by the Company.

v3.24.3

NET (LOSS) INCOME PER COMMON SHARE	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
NET (LOSS) INCOME PER COMMON SHARE	NET (LOSS) INCOME PER COMMON SHARE Basic earnings per common share is calculated based on the weighted average number of common shares outstanding during the period, including vested shares deferred under our non-qualified deferred compensation plan. Diluted earnings per common share is determined based on the weighted average number of common shares outstanding during the period combined with the incremental average common shares that would have been outstanding assuming the conversion of all potentially dilutive common shares into common shares as of the earliest date possible. The calculation of basic and diluted net (loss) income attributable to common stockholders per common share is determined using net (loss) income attributable to common stockholders as the numerator and the number of shares included in the denominator as shown below (in thousands, except per share amounts). Due to the net loss applicable to common stockholders for the three and nine months ended September 30, 2024, 455 shares and 542 shares of potentially dilutive securities, respectively, are not included in diluted weighted average common shares outstanding for the three and nine months ended September 30, 2024, because to do so would be antidilutive for these periods. Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Basic net (loss) income attributable to common stockholders per share: Net (loss) income attributable to common stockholders $ (330,166) $ 55,329  $ (283,041) $ 180,870  Weighted average common shares outstanding 43,832  46,906  44,700  47,373  Basic net (loss) income attributable to common stockholders per share $ (7.53) $ 1.18  $ (6.33) $ 3.82  Diluted net (loss) income attributable to common stockholders per share: Net (loss) income attributable to common stockholders $ (330,166) $ 55,329  $ (283,041) $ 180,870  Weighted average common shares outstanding 43,832  46,906  44,700  47,373  Dilutive stock options and restricted stock —  849  —  975  Diluted weighted average common shares outstanding 43,832  47,755  44,700  48,348  Diluted net (loss) income attributable to common stockholders per share $ (7.53) $ 1.16  $ (6.33) $ 3.74

v3.24.3

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement, Noncash Expense [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION The Company recognizes all share-based payments based upon their grant date fair value. The Company grants restricted stock units subject to specific service, performance, and/or market conditions. The Company’s policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. In addition, the Company’s policy is to estimate expected forfeitures on share-based awards. The fair value of service and performance-based units is based on the market price of a share of underlying common stock at the date of grant. The fair values of the awards that contain market conditions are estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based upon historical volatility, risk-free rates of return, and correlation matrix. The amount of compensation costs related to restricted stock units and performance units not yet recognized, excluding estimated forfeitures, was $17.4 million at September 30, 2024, for which the expense will be recognized through 2027.

v3.24.3

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDERS’ EQUITY Share Repurchase Program On February 15, 2024, the Company announced that the Board of Directors approved the repurchase of an additional $150 million in shares of common stock over a three-year period. This authorization was an increase to the previous $150 million repurchase program approved in August 2021 and the previous $100 million repurchase programs approved in November 2018, February 2017, and February 2016. The repurchase program is set to expire in February 2027. Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts determined by the Company. As of September 30, 2024, $132.8 million remained available under the program. Common and Preferred Stock The Board of Directors has the authority to issue common and unclassed preferred stock of up to 200 million shares and 25 million shares, respectively, with par value of $0.01 per share, as well as to fix dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions. Accumulated Other Comprehensive Income (Loss) Changes in AOCI by component, net of tax, for the nine months ended September 30, 2024 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2023 $ (816) $ 388  $ (428) Net unrealized gains (losses) arising during the period(a) 184  (290) (106) Less: Net realized gains (losses) reclassified to net income(b) —  (566) (566) Net change during the period 184  276  460  Balances at March 31, 2024 (632) 664  32  Net unrealized gains (losses) arising during the period(c) (1,192) (464) (1,656) Less: Net realized gains (losses) reclassified to net income(d) —  477  477  Net change during the period (1,192) (941) (2,133) Balances at June 30, 2024 (1,824) (277) (2,101) Net unrealized gains (losses) arising during the period(e) (787) (369) (1,156) Less: Net realized gains (losses) reclassified to net income(f) —  (132) (132) Net change during the period (787) (237) (1,024) Balances at September 30, 2024 $ (2,611) $ (514) $ (3,125) ————————— (a) Derivative instruments net of $0.1 million of tax benefit for the three months ended March 31, 2024. (b) Derivative instruments net of $0.2 million of tax benefit for the three months ended March 31, 2024. (c) Derivative instruments net of $0.2 million of tax benefit for the three months ended June 30, 2024. (d) Derivative instruments net of $0.2 million of tax liability for the three months ended June 30, 2024. (e) Derivative instruments net of $0.1 million of tax benefit for the three months ended September 30, 2024. (f) Derivative instruments net of less than $0.1 million of tax benefit for the three months ended September 30, 2024. Changes in AOCI by component, net of tax, for the nine months ended September 30, 2023 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2022 $ (1,791) $ 909  $ (882) Net unrealized gains (losses) arising during the period(g) 564  130  694  Less: Net realized gains (losses) reclassified to net income(h) —  366  366  Net change during the period 564  (236) 328  Balances at March 31, 2023 (1,227) 673  (554) Net unrealized gains (losses) arising during the period(i) 502  (3,229) (2,727) Less: Net realized gains (losses) reclassified to net income(j) —  (277) (277) Net change during the period 502  (2,952) (2,450) Balances at June 30, 2023 (725) (2,279) (3,004) Net unrealized gains (losses) arising during the period (k) (337) (315) (652) Less: Net realized gains (losses) reclassified to net income (l) —  (1,727) (1,727) Net change during the period (337) 1,412  1,075  Balances at September 30, 2023 $ (1,062) $ (867) $ (1,929) ————————— (g) Derivative instruments net of less than $0.1 million of tax liability for the three months ended March 31, 2023. (h) Derivative instruments net of $0.1 million of tax liability for the three months ended March 31, 2023. (i) Derivative instruments net of $1.0 million of tax benefit for the three months ended June 30, 2023. (j) Derivative instruments net of $0.1 million of tax benefit for the three months ended June 30, 2023. (k) Derivative instruments net of $0.1 million of tax benefit for the three months ended September 30, 2023. (l) Derivative instruments net of $0.6 million of tax benefit for the three months ended September 30, 2023.

v3.24.3

INCOME TAXES	9 Months Ended
	Sep. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES For the three months ended September 30, 2024, the Company recognized income tax benefit of $108.4 million compared to income tax expense of $18.1 million for the same period in the prior year. The Company recognized income tax benefit of $92.2 million in the first nine months of 2024 compared to income tax expense of $56.3 million for the same period in the prior year. The effective tax rates for the first nine months of 2024 and 2023 were 24.6% and 23.7%, respectively. For the first nine months of 2024, the effective tax rate differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes. For the first nine months of 2023, the effective tax rate differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes net of discrete items incurred related to stock-based compensation.

v3.24.3

IMPAIRMENT AND PROPERTY, PLANT, AND EQUIPMENT	9 Months Ended
	Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
IMPAIRMENT AND PROPERTY, PLANT, AND EQUIPMENT	IMPAIRMENT AND PROPERTY, PLANT, AND EQUIPMENT During the third quarter of 2024, the Company sold property, plant, and equipment assets with proceeds totaling approximately $2.8 million. The Company recognized a nominal net gain on the sale. The net gain on sale is included in Impairment and other, net in the Condensed Consolidated Statement of Operations. During the second quarter of 2024, the Company impaired approximately $1.0 million due to a construction-in-progress project that was no longer expected to be completed. The impairment is included in Impairment and other, net in the Condensed Consolidated Statements of Operations. There were no material impairments during the three and nine-month periods ended September 30, 2023.

v3.24.3

SEGMENTS	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
SEGMENTS	SEGMENTS a. Segment Reporting Based on how the Chief Operating Decision Maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance, the Company manages its business in two operating and reportable segments: Transportation Solutions and Parts & Services. Additional information related to the composition of each segment is included below. ▪Transportation Solutions (“TS”): The TS segment comprises the design and manufacturing operations for the Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and the Company’s wood flooring production facility. The Company’s EcoNex™ products, which are under the Company’s AcuthermTM portfolio of solutions designed for intelligent thermal management, are also reported in the TS segment. In addition, the TS segment includes tank trailers and truck-mounted tanks. Finally, truck-mounted dry and refrigerated bodies and service and stake bodies are also in the TS segment. ▪Parts & Services (“P&S”): The P&S segment is comprised of the Company’s Parts and Services business as well as the Upfitting Solutions and Services business (a component of our Truck Bodies business). In addition, the Company’s Composites business, which focuses on the use of DuraPlate® composite panels beyond the semi-trailer market, is also part of the P&S segment. This segment also includes the Wabash Parts LLC and Linq Venture Holdings LLC entities we created with our partners as further described in Note 5. Our Trailers as a Service (TAAS)SM initiatives are included in the P&S segment as well. Finally, the P&S segment includes the Company’s Engineered Products business, which manufactures stainless-steel storage tanks and silos, mixers, and processors for a variety of end markets. Growing and expanding the Parts and Services businesses is a key strategic initiative for the Company moving forward. The accounting policies of the TS and P&S segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on income (loss) from operations. The Company has not allocated certain corporate related administrative costs, interest, and income taxes included in the corporate and eliminations segment to the Company’s other reportable segments. The Company accounts for intersegment sales and transfers at cost. Segment assets are not presented as it is not a measure reviewed by the CODM in allocating resources and assessing performance. Reportable segment information is as follows (in thousands): Three Months Ended September 30, 2024 Transportation Solutions Parts & Services Corporate and Eliminations Consolidated Net sales External customers $ 413,321  $ 50,719  $ —  $ 464,040  Intersegment sales 2,185  1,605  (3,790) —  Total net sales $ 415,506  $ 52,324  $ (3,790) $ 464,040  Income (loss) from operations $ 29,162  $ 8,316  $ (470,506) $ (433,028) Three Months Ended September 30, 2023 Transportation Solutions Parts & Services Corporate and Eliminations Consolidated Net sales External customers $ 577,232  $ 55,596  $ —  $ 632,828  Intersegment sales 5,638  845  (6,483) —  Total net sales $ 582,870  $ 56,441  $ (6,483) $ 632,828  Income (loss) from operations $ 89,413  $ 12,358  $ (24,134) $ 77,637  Nine Months Ended September 30, 2024 Transportation Solutions Parts & Services Corporate and Eliminations Consolidated Net sales External customers $ 1,377,544  $ 152,382  $ —  $ 1,529,926  Intersegment sales 7,095  4,077  (11,172) —  Total net sales $ 1,384,639  $ 156,459  $ (11,172) $ 1,529,926  Income (loss) from operations $ 130,335  $ 30,923  $ (520,948) $ (359,690) Nine Months Ended September 30, 2023 Transportation Solutions Parts & Services Corporate and Eliminations Consolidated Net sales External customers $ 1,778,246  $ 162,154  $ —  $ 1,940,400  Intersegment sales 13,377  3,493  (16,870) —  Total net sales $ 1,791,623  $ 165,647  $ (16,870) $ 1,940,400  Income (loss) from operations $ 292,335  $ 34,504  $ (75,992) $ 250,847  b.  Product Information The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and services, and (4) equipment and other (which includes truck bodies). The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands): Three Months Ended September 30, 2024 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 308,577  $ —  $ (1,661) $ 306,916  66.1  % Used trailers 71  396  (71) 396  0.1  % Components, parts and services —  31,539  —  31,539  6.8  % Equipment and other 106,858  20,389  (2,058) 125,189  27.0  % Total net sales $ 415,506  $ 52,324  $ (3,790) $ 464,040  100.0  % Three Months Ended September 30, 2023 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 477,802  $ —  $ (2,216) $ 475,586  75.2  % Used trailers —  1,340  —  1,340  0.2  % Components, parts and services —  38,091  —  38,091  6.0  % Equipment and other 105,068  17,010  (4,267) 117,811  18.6  % Total net sales $ 582,870  $ 56,441  $ (6,483) $ 632,828  100.0  % Nine Months Ended September 30, 2024 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 1,057,880  $ —  $ (3,162) $ 1,054,718  68.9  % Used trailers 71  2,884  (71) 2,884  0.2  % Components, parts and services —  101,622  —  101,622  6.6  % Equipment and other 326,688  51,953  (7,939) 370,702  24.2  % Total net sales $ 1,384,639  $ 156,459  $ (11,172) $ 1,529,926  100.0  % Nine Months Ended September 30, 2023 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 1,486,587  $ —  $ (4,580) $ 1,482,007  76.4  % Used trailers —  2,396  —  2,396  0.1  % Components, parts and services —  113,567  —  113,567  5.9  % Equipment and other 305,036  49,684  (12,290) 342,430  17.6  % Total net sales $ 1,791,623  $ 165,647  $ (16,870) $ 1,940,400  100.0  %

v3.24.3

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net (loss) income	$ (330,166)	$ 28,958	$ 18,167	$ 55,329	$ 74,328	$ 51,213	$ (283,041)	$ 180,870

v3.24.3

Insider Trading Arrangements	3 Months Ended	9 Months Ended
	Sep. 30, 2024 shares	Sep. 30, 2024 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		During the third quarter of 2024, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K) except as set forth in the table below. Name and Title Action Taken Date Type of Trading Arrangement (1) Duration of Trading Arrangement (2) Aggregate Number of Shares to be Sold Brent L. Yeagy, President, Chief Executive Officer Adoption 9/03/2024 Rule 10b5-1 trading arrangement 12/31/2025 Up to 145,813 shares of common stock owned outright and up to 100% of the shares to be issued upon settlement of performance share units earned in 2025 for the performance period 2022-2024 (which, at maximum performance, would represent 213,872 shares) (3) (1) Each trading arrangement marked as a Rule 10b5-1 trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c). (2) Each trading arrangement permits transactions through and including the earlier to occur of the completion of all sales under the trading arrangement or the date listed in the table. (3) The number of performance share units earned in 2025 for the performance period 2022-2024, and the number of shares issued and available for sale, depends on performance outcomes during a performance period ending on December 31, 2024, so the aggregate number of shares that may be sold is currently undetermined.
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Brent L. Yeagy [Member]
Trading Arrangements, by Individual
Name	Brent L. Yeagy
Title	President, Chief Executive Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	9/03/2024
Expiration Date	12/31/2025
Arrangement Duration	484 days
Aggregate Available	145,813	145,813

v3.24.3

NEW ACCOUNTING PRONOUNCEMENTS (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Standards Update and Change in Accounting Principle [Abstract]
NEW ACCOUNTING PRONOUNCEMENTS	In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss to assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures, providing new disclosure requirements for entities with a single reportable segment, and requiring other new disclosures. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. Although the ASU only requires additional disclosures about the Company’s operating segments, the Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. Although the ASU only modifies the Company's required income tax disclosures, the Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.
REVENUE RECOGNITION	The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net sales and the associated costs included in Cost of sales in the Condensed Consolidated Statements of Operations. For shipping and handling costs that take place after the transfer of control, the Company applies the practical expedient and treats such costs as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense.

v3.24.3

GOODWILL & OTHER INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	The changes in the carrying amounts of goodwill from December 31, 2022 through the nine-month period ended September 30, 2024 were as follows (in thousands): Transportation Solutions Parts & Services Total Balance at December 31, 2022 Goodwill $ 188,759  $ 108,075  $ 296,834  Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2022 120,502  67,932  188,434  Effects of foreign currency (16) (9) (25) Balance at December 31, 2023 Goodwill 188,743  108,066  296,809  Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2023 120,486  67,923  188,409  Effects of foreign currency (2) —  (2) Balance at March 31, 2024 Goodwill 188,741  108,066  296,807  Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of March 31, 2024 120,484  67,923  188,407  Effects of foreign currency 10  6  16  Balance at June 30, 2024 Goodwill 188,751  108,072  296,823  Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of June 30, 2024 120,494  67,929  188,423  Effects of foreign currency 9  4  13  Balance at September 30, 2024 Goodwill 188,760  108,076  296,836  Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of September 30, 2024 $ 120,503  $ 67,933  $ 188,436

v3.24.3

NONCONTROLLING INTERESTS AND VARIABLE INTEREST ENTITIES (VIEs) (Tables)	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Equity Method Investments	The following table is a rollforward of activities related to the Company’s unconsolidated entity (in thousands): 2024 2023 Balance at January 1 $ 1,647  $ —  Loss from unconsolidated entity (1,486) —  Balance at March 31 161  —  Loss from unconsolidated entity (1,415) —  Equity deficit applied to note (1) 1,254  —  Balance at June 30 —  —  Loss from unconsolidated entity (1,676) —  Equity deficit applied to note (1) 1,676  —  Balance at September 30 $ —  $ —  (1) As the Company is not required to advance additional funds to Linq, excess losses beyond its initial investment have been recorded against the basis of its other investments in Linq, which is comprised of the loan receivable for amounts borrowed under the Wabash Note.
Schedule of Variable Interest Entities	The following table presents the assets and liabilities of the WP VIE consolidated on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 3,358  $ 3,020  Accounts receivable, net 2,973  1,540  Inventories, net 19  85  Prepaid expenses and other 57  68  Total current assets 6,407  4,713  Property, plant, and equipment, net —  —  Other assets 363  543  Total assets $ 6,770  $ 5,256  Liabilities Current liabilities: Accounts payable $ 5,428  $ 4,024  Other accrued liabilities 24  26  Total current liabilities 5,452  4,050  Other non-current liabilities —  —  Total liabilities $ 5,452  $ 4,050
Schedule Of Noncontrolling Interest Activity	The following table is a rollforward of activities in the Company’s noncontrolling interest (in thousands): 2024 2023 Balance at January 1 $ 603  $ 512  Net income attributable to noncontrolling interest 120  183  Other comprehensive income (loss) —  —  Distributions paid to noncontrolling interest (603) —  Balance at March 31 120  695  Net income attributable to noncontrolling interest 246  146  Other comprehensive income (loss) —  —  Distributions declared to noncontrolling interest —  (512) Balance at June 30 366  329  Net income attributable to noncontrolling interest 293  152  Other comprehensive income (loss) —  —  Distributions declared to noncontrolling interest —  —  Balance at September 30 $ 659  $ 481

v3.24.3

INVENTORIES, NET (Tables)	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
Schedule of Inventory, Current	Inventories, net of reserves, consist of the following components (in thousands): September 30, 2024 December 31, 2023 Raw materials and components $ 140,695  $ 156,314  Finished goods 88,650  86,586  Work in progress 15,799  14,102  Aftermarket parts 7,638  7,263  Used trailers 7,817  3,370  $ 260,599  $ 267,635

v3.24.3

PREPAID EXPENSES AND OTHER (Tables)	9 Months Ended
	Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consist of the following (in thousands): September 30, 2024 December 31, 2023 Chassis converter pool agreements $ 32,617  $ 27,312  Assets held for sale —  —  Income tax receivables 15,616  11,840  Insurance premiums & maintenance/subscription agreements 7,183  5,899  Commodity swap contracts 485  1,511  All other 2,487  4,895  $ 58,388  $ 51,457

v3.24.3

DEBT (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Long-Term Debt	Long-term debt consists of the following (in thousands): September 30, 2024 December 31, 2023 Senior Notes due 2028 $ 400,000  $ 400,000  Revolving Credit Agreement —  —  400,000  400,000  Less: unamortized discount and fees (3,030) (3,535) Less: current portion —  —  $ 396,970  $ 396,465

v3.24.3

FINANCIAL DERIVATIVE INSTRUMENTS (Tables)	9 Months Ended
	Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value	As of September 30, 2024 and December 31, 2023, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands): Asset / (Liability) Derivatives Balance Sheet Caption September 30, 2024 December 31, 2023 Derivatives designated as hedging instruments Commodity swap contracts Prepaid expenses and other $ 485  $ 1,511  Commodity swap contracts Accounts payable and Other accrued liabilities (828) (1,045) Total derivatives designated as hedging instruments $ (343) $ 466
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)	The following table summarizes the gain or loss recognized in AOCI as of September 30, 2024 and December 31, 2023 and the amounts reclassified from AOCI into earnings for the three and nine months ended September 30, 2024 and 2023 (in thousands): Amount of (Loss) Gain Recognized in AOCI on Derivatives (Effective Portion, net of tax) Location of Gain (Loss) Reclassified from AOCI into Earnings (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Earnings September 30, 2024 December 31, 2023 Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Derivatives instruments Commodity swap contracts $ (514) $ 388  Cost of sales $ (175) $ (2,285) $ (299) $ (2,168)

v3.24.3

LEASES (Tables)	9 Months Ended
	Sep. 30, 2024
Leases [Abstract]
Assets and Liabilities, Lessee	Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands): Classification September 30, 2024 December 31, 2023 Right-of-Use Assets Operating Other assets $ 33,768  $ 32,219  Total leased ROU assets $ 33,768  $ 32,219  Liabilities Current Operating Other accrued liabilities $ 11,034  $ 9,049  Noncurrent Operating Other non-current liabilities 22,734  23,170  Total lease liabilities $ 33,768  $ 32,219
Lease, Cost	Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands): Classification Three Months Ended September 30, 2024 Three Months Ended September 30, 2023 Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 3,111  $ 2,442  Net lease cost $ 3,111  $ 2,442  Classification Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 8,776  $ 6,440  Net lease cost $ 8,776  $ 6,440  Remaining lease term and discount rates are as follows: September 30, 2024 December 31, 2023 Weighted average remaining lease term (years) Operating leases 3.3 3.8 Weighted average discount rate Operating leases 5.07  % 4.94  % Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands): Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 8,837  $ 6,434  Operating cash flows from finance leases $ —  $ —  Financing cash flows from finance leases $ —  $ —
Operating Lease, Liability, Maturity	Maturity of the Company’s lease liabilities as of September 30, 2024 is as follows (in thousands): Operating Leases Finance Leases Total 2024 (remainder) $ 3,202  $ —  $ 3,202  2025 12,268  —  12,268  2026 11,132  —  11,132  2027 6,134  —  6,134  2028 2,550  —  2,550  Thereafter 1,428  —  1,428  Total lease payments $ 36,714  $ —  $ 36,714  Less: interest 2,946  —  Present value of lease payments $ 33,768  $ —
Finance Lease, Liability, Maturity	Maturity of the Company’s lease liabilities as of September 30, 2024 is as follows (in thousands): Operating Leases Finance Leases Total 2024 (remainder) $ 3,202  $ —  $ 3,202  2025 12,268  —  12,268  2026 11,132  —  11,132  2027 6,134  —  6,134  2028 2,550  —  2,550  Thereafter 1,428  —  1,428  Total lease payments $ 36,714  $ —  $ 36,714  Less: interest 2,946  —  Present value of lease payments $ 33,768  $ —
Operating Lease, Lease Income	For the three and nine months ended September 30, 2024 and 2023, the Company’s lease income consisted of the following components (in thousands): Three Months Ended September 30, 2024 Three Months Ended September 30, 2023 Operating lease income Fixed lease income $ 580  $ 324  Variable lease income —  —  Total lease income1 $ 580  $ 324  Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 Operating lease income Fixed lease income $ 1,782  $ 503  Variable lease income —  —  Total lease income1 $ 1,782  $ 503  ————————— (1) As noted above, net revenue related to subleases was insignificant for all periods presented but such revenue is included in the tables above.
Lessor, Operating Lease, Payment to be Received, Maturity	The following table shows the Company’s future contractual receipts from noncancelable operating leases as of September 30, 2024 (in thousands): Operating Leases2 2024 (remainder) $ 580  2025 2,062  2026 2,062  2027 1,949  2028 1,567  Thereafter 99  Total contractual receipts $ 8,319  ————————— (2) The future contractual receipts due under the Company’s full-service operating leases include amounts related to preventative maintenance, certain repairs as defined in the related agreements, and ad valorem taxes. Net revenue related to the Company’s subleases are also included in the table above.

v3.24.3

OTHER ACCRUED LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
Other Accrued Liabilities	The following table presents the major components of Other accrued liabilities (in thousands): September 30, 2024 December 31, 2023 Warranty $ 20,564  $ 21,286  Chassis converter pool agreements 32,616  27,312  Payroll and related taxes 14,180  40,265  Customer deposits 35,571  45,586  Self-insurance 11,965  11,311  Accrued interest 8,316  3,817  Operating lease obligations 11,034  9,049  Accrued taxes 8,018  24,662  All other 9,393  12,313  $ 151,657  $ 195,601
Changes in Product Warranty Accrual	The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands): 2024 2023 Balance as of January 1 $ 21,286  $ 22,061  Provisions and revisions to estimates 3,811  2,705  Payments (4,533) (3,255) Balance as of September 30 $ 20,564  $ 21,511

v3.24.3

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements and Fair Value Hierarchy for Assets and Liabilities	Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 are shown below (in thousands): Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) September 30, 2024 Commodity swap contracts Recurring $ (343) $ —  $ (343) $ —  Mutual funds Recurring $ 14,714  $ 14,714  $ —  $ —  Life-insurance contracts Recurring $ 21,695  $ —  $ 21,695  $ —  December 31, 2023 Commodity swap contracts Recurring $ 466  $ —  $ 466  $ —  Mutual funds Recurring $ 11,735  $ 11,735  $ —  $ —  Life-insurance contracts Recurring $ 18,510  $ —  $ 18,510  $ —
Financial Assets and Liabilities Accounted For at Fair Value on Recurring Basis	The Company’s carrying and estimated fair value of debt at September 30, 2024 and December 31, 2023 were as follows (in thousands): September 30, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Instrument Senior Notes due 2028 $ 396,970  $ —  $ 363,724  $ —  $ 396,465  $ —  $ 361,774  $ —  Revolving Credit Agreement —  —  —  —  —  —  —  —  $ 396,970  $ —  $ 363,724  $ —  $ 396,465  $ —  $ 361,774  $ —

v3.24.3

NET (LOSS) INCOME PER COMMON SHARE (Tables)	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Basic and Diluted Net Income Per Share	Due to the net loss applicable to common stockholders for the three and nine months ended September 30, 2024, 455 shares and 542 shares of potentially dilutive securities, respectively, are not included in diluted weighted average common shares outstanding for the three and nine months ended September 30, 2024, because to do so would be antidilutive for these periods. Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Basic net (loss) income attributable to common stockholders per share: Net (loss) income attributable to common stockholders $ (330,166) $ 55,329  $ (283,041) $ 180,870  Weighted average common shares outstanding 43,832  46,906  44,700  47,373  Basic net (loss) income attributable to common stockholders per share $ (7.53) $ 1.18  $ (6.33) $ 3.82  Diluted net (loss) income attributable to common stockholders per share: Net (loss) income attributable to common stockholders $ (330,166) $ 55,329  $ (283,041) $ 180,870  Weighted average common shares outstanding 43,832  46,906  44,700  47,373  Dilutive stock options and restricted stock —  849  —  975  Diluted weighted average common shares outstanding 43,832  47,755  44,700  48,348  Diluted net (loss) income attributable to common stockholders per share $ (7.53) $ 1.16  $ (6.33) $ 3.74

v3.24.3

STOCKHOLDERS' EQUITY (Tables)	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Changes in AOCI by Component	Changes in AOCI by component, net of tax, for the nine months ended September 30, 2024 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2023 $ (816) $ 388  $ (428) Net unrealized gains (losses) arising during the period(a) 184  (290) (106) Less: Net realized gains (losses) reclassified to net income(b) —  (566) (566) Net change during the period 184  276  460  Balances at March 31, 2024 (632) 664  32  Net unrealized gains (losses) arising during the period(c) (1,192) (464) (1,656) Less: Net realized gains (losses) reclassified to net income(d) —  477  477  Net change during the period (1,192) (941) (2,133) Balances at June 30, 2024 (1,824) (277) (2,101) Net unrealized gains (losses) arising during the period(e) (787) (369) (1,156) Less: Net realized gains (losses) reclassified to net income(f) —  (132) (132) Net change during the period (787) (237) (1,024) Balances at September 30, 2024 $ (2,611) $ (514) $ (3,125) ————————— (a) Derivative instruments net of $0.1 million of tax benefit for the three months ended March 31, 2024. (b) Derivative instruments net of $0.2 million of tax benefit for the three months ended March 31, 2024. (c) Derivative instruments net of $0.2 million of tax benefit for the three months ended June 30, 2024. (d) Derivative instruments net of $0.2 million of tax liability for the three months ended June 30, 2024. (e) Derivative instruments net of $0.1 million of tax benefit for the three months ended September 30, 2024. (f) Derivative instruments net of less than $0.1 million of tax benefit for the three months ended September 30, 2024. Changes in AOCI by component, net of tax, for the nine months ended September 30, 2023 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2022 $ (1,791) $ 909  $ (882) Net unrealized gains (losses) arising during the period(g) 564  130  694  Less: Net realized gains (losses) reclassified to net income(h) —  366  366  Net change during the period 564  (236) 328  Balances at March 31, 2023 (1,227) 673  (554) Net unrealized gains (losses) arising during the period(i) 502  (3,229) (2,727) Less: Net realized gains (losses) reclassified to net income(j) —  (277) (277) Net change during the period 502  (2,952) (2,450) Balances at June 30, 2023 (725) (2,279) (3,004) Net unrealized gains (losses) arising during the period (k) (337) (315) (652) Less: Net realized gains (losses) reclassified to net income (l) —  (1,727) (1,727) Net change during the period (337) 1,412  1,075  Balances at September 30, 2023 $ (1,062) $ (867) $ (1,929) ————————— (g) Derivative instruments net of less than $0.1 million of tax liability for the three months ended March 31, 2023. (h) Derivative instruments net of $0.1 million of tax liability for the three months ended March 31, 2023. (i) Derivative instruments net of $1.0 million of tax benefit for the three months ended June 30, 2023. (j) Derivative instruments net of $0.1 million of tax benefit for the three months ended June 30, 2023. (k) Derivative instruments net of $0.1 million of tax benefit for the three months ended September 30, 2023. (l) Derivative instruments net of $0.6 million of tax benefit for the three months ended September 30, 2023.

v3.24.3

SEGMENTS (Tables)	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
Reportable Segment Information	Reportable segment information is as follows (in thousands): Three Months Ended September 30, 2024 Transportation Solutions Parts & Services Corporate and Eliminations Consolidated Net sales External customers $ 413,321  $ 50,719  $ —  $ 464,040  Intersegment sales 2,185  1,605  (3,790) —  Total net sales $ 415,506  $ 52,324  $ (3,790) $ 464,040  Income (loss) from operations $ 29,162  $ 8,316  $ (470,506) $ (433,028) Three Months Ended September 30, 2023 Transportation Solutions Parts & Services Corporate and Eliminations Consolidated Net sales External customers $ 577,232  $ 55,596  $ —  $ 632,828  Intersegment sales 5,638  845  (6,483) —  Total net sales $ 582,870  $ 56,441  $ (6,483) $ 632,828  Income (loss) from operations $ 89,413  $ 12,358  $ (24,134) $ 77,637  Nine Months Ended September 30, 2024 Transportation Solutions Parts & Services Corporate and Eliminations Consolidated Net sales External customers $ 1,377,544  $ 152,382  $ —  $ 1,529,926  Intersegment sales 7,095  4,077  (11,172) —  Total net sales $ 1,384,639  $ 156,459  $ (11,172) $ 1,529,926  Income (loss) from operations $ 130,335  $ 30,923  $ (520,948) $ (359,690) Nine Months Ended September 30, 2023 Transportation Solutions Parts & Services Corporate and Eliminations Consolidated Net sales External customers $ 1,778,246  $ 162,154  $ —  $ 1,940,400  Intersegment sales 13,377  3,493  (16,870) —  Total net sales $ 1,791,623  $ 165,647  $ (16,870) $ 1,940,400  Income (loss) from operations $ 292,335  $ 34,504  $ (75,992) $ 250,847
Major Product Categories and Percentage of Consolidated Net Sales	The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands): Three Months Ended September 30, 2024 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 308,577  $ —  $ (1,661) $ 306,916  66.1  % Used trailers 71  396  (71) 396  0.1  % Components, parts and services —  31,539  —  31,539  6.8  % Equipment and other 106,858  20,389  (2,058) 125,189  27.0  % Total net sales $ 415,506  $ 52,324  $ (3,790) $ 464,040  100.0  % Three Months Ended September 30, 2023 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 477,802  $ —  $ (2,216) $ 475,586  75.2  % Used trailers —  1,340  —  1,340  0.2  % Components, parts and services —  38,091  —  38,091  6.0  % Equipment and other 105,068  17,010  (4,267) 117,811  18.6  % Total net sales $ 582,870  $ 56,441  $ (6,483) $ 632,828  100.0  % Nine Months Ended September 30, 2024 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 1,057,880  $ —  $ (3,162) $ 1,054,718  68.9  % Used trailers 71  2,884  (71) 2,884  0.2  % Components, parts and services —  101,622  —  101,622  6.6  % Equipment and other 326,688  51,953  (7,939) 370,702  24.2  % Total net sales $ 1,384,639  $ 156,459  $ (11,172) $ 1,529,926  100.0  % Nine Months Ended September 30, 2023 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 1,486,587  $ —  $ (4,580) $ 1,482,007  76.4  % Used trailers —  2,396  —  2,396  0.1  % Components, parts and services —  113,567  —  113,567  5.9  % Equipment and other 305,036  49,684  (12,290) 342,430  17.6  % Total net sales $ 1,791,623  $ 165,647  $ (16,870) $ 1,940,400  100.0  %

v3.24.3

REVENUE RECOGNITION (Details)	9 Months Ended
	Sep. 30, 2024 performance_obligation
Revenue from Contract with Customer [Abstract]
Number of separate and distinct performance obligations	3

v3.24.3

GOODWILL & OTHER INTANGIBLE ASSETS - Narrative (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($) segment	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Goodwill [Line Items]
Number of operating segments | segment		2
Number of segments | segment		2
Goodwill	$ 188,436	$ 188,436	$ 188,423	$ 188,407	$ 188,409	$ 188,434
Goodwill and intangible asset impairment	0	0
Transportation Solutions
Goodwill [Line Items]
Goodwill	120,503	120,503	120,494	120,484	120,486	120,502
Parts & Services
Goodwill [Line Items]
Goodwill	$ 67,933	$ 67,933	$ 67,929	$ 67,923	$ 67,923	$ 67,932

v3.24.3

GOODWILL & OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Goodwill, gross	$ 296,836	$ 296,823	$ 296,807	$ 296,809	$ 296,834
Goodwill, Impaired, Accumulated Impairment Loss	(108,400)	(108,400)	(108,400)	(108,400)	(108,400)
Net goodwill	188,436	188,423	188,407	188,409	188,434
Effects of foreign currency	13	16	(2)	(25)
Transportation Solutions
Goodwill [Roll Forward]
Goodwill, gross	188,760	188,751	188,741	188,743	188,759
Goodwill, Impaired, Accumulated Impairment Loss	(68,257)	(68,257)	(68,257)	(68,257)	(68,257)
Net goodwill	120,503	120,494	120,484	120,486	120,502
Effects of foreign currency	9	10	(2)	(16)
Parts & Services
Goodwill [Roll Forward]
Goodwill, gross	108,076	108,072	108,066	108,066	108,075
Goodwill, Impaired, Accumulated Impairment Loss	(40,143)	(40,143)	(40,143)	(40,143)	(40,143)
Net goodwill	67,933	67,929	67,923	67,923	$ 67,932
Effects of foreign currency	$ 4	$ 6	$ 0	$ (9)

v3.24.3

NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs) - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Other Ownership Interests [Line Items]
Investment in unconsolidated entities			$ 10,200	$ 0
Long-term debt, gross	$ 400,000	$ 400,000	400,000
Linq
Other Ownership Interests [Line Items]
Investment in unconsolidated entities		$ 2,500
Excess cash distribution, term		30 days
Partners | Linq
Other Ownership Interests [Line Items]
Investment in unconsolidated entities		$ 2,600
Linq | Wabash
Other Ownership Interests [Line Items]
Long-term line of credit	8,700		8,700
Linq | Wabash | Line of Credit
Other Ownership Interests [Line Items]
Line of credit facility, maximum borrowing capacity		$ 10,000
Interest rate, stated percentage		7.00%
Line of credit facility accordion feature increase amount		$ 35,000
Long-term debt, gross	3,100		3,100
Interest income (less than)	$ 100		$ 200
Wabash Parts LLC
Other Ownership Interests [Line Items]
Excess cash distribution, term		30 days
Noncontrolling interest, ownership percentage by parent	50.00%		50.00%
Noncontrolling interest, ownership percentage by noncontrolling owners	50.00%		50.00%
Linq
Other Ownership Interests [Line Items]
Ownership percentage		49.00%
Put and call exercise rights duration (in years)		7 years
Linq | Partners
Other Ownership Interests [Line Items]
Ownership percentage		51.00%

v3.24.3

NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs) - Summary of Investment Balance (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance			$ 1,647				$ 1,647
Loss from unconsolidated entity	$ (1,677)			$ 0			(4,578)	$ 0
Ending balance	0						0
Variable Interest Entity, Primary Beneficiary
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance	0	$ 161	1,647	0	$ 0	$ 0	1,647	0
Loss from unconsolidated entity	(1,676)	(1,415)	(1,486)	0	0	0
Investment in unconsolidated entities	1,676	1,254		0	0
Ending balance	$ 0	$ 0	$ 161	$ 0	$ 0	$ 0	$ 0	$ 0

v3.24.3

NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs) - Summary of Variable Interest Entity Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Variable Interest Entity [Line Items]
Cash and cash equivalents	$ 81,842	$ 179,271
Accounts receivable, net	238,657	182,990
Inventories, net	260,599	267,635
Prepaid expenses and other	58,388	51,457
Total current assets	639,486	681,353
Other assets	109,476	79,543
Total assets	1,455,336	1,362,814
Accounts payable	187,626	156,608
Other accrued liabilities	9,393	12,313
Total current liabilities	339,283	352,209
Other non-current liabilities	517,904	47,028
Total liabilities	1,254,157	812,715
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Cash and cash equivalents	3,358	3,020
Accounts receivable, net	2,973	1,540
Inventories, net	19	85
Prepaid expenses and other	57	68
Total current assets	6,407	4,713
Property, plant, and equipment, net	0	0
Other assets	363	543
Total assets	6,770	5,256
Accounts payable	5,428	4,024
Other accrued liabilities	24	26
Total current liabilities	5,452	4,050
Other non-current liabilities	0	0
Total liabilities	$ 5,452	$ 4,050

v3.24.3

NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs) - Summary of Noncontrolling Interest (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Balance at January 1	$ 366	$ 120	$ 603	$ 329	$ 695	$ 512	$ 603	$ 512
Net income attributable to noncontrolling interest	293	246	120	152	146	183	659	481
Other comprehensive income (loss)	0	0	0	0	0	0
Distributions paid to noncontrolling interest	0	0	(603)	0	(512)	0
Ending balance	$ 659	$ 366	$ 120	$ 481	$ 329	$ 695	$ 659	$ 481

v3.24.3

INVENTORIES, NET (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials and components	$ 140,695	$ 156,314
Finished goods	88,650	86,586
Work in progress	15,799	14,102
Aftermarket parts	7,638	7,263
Used trailers	7,817	3,370
Total inventory	$ 260,599	$ 267,635

v3.24.3

PREPAID EXPENSES AND OTHER - Prepaid Expenses and Other Current Assets (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Chassis converter pool agreements	$ 32,617,000	$ 27,312,000
Assets held for sale	0	0
Income tax receivables	15,616,000	11,840,000
Insurance premiums & maintenance/subscription agreements	7,183,000	5,899,000
Commodity swap contracts	485,000	1,511,000
All other	2,487,000	4,895,000
Prepaid expenses and other current assets	58,388,000	51,457,000
Restricted cash	$ 0	$ 0

v3.24.3

DEBT - Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Long-term debt, gross	$ 400,000	$ 400,000
Less: unamortized discount and fees	(3,030)	(3,535)
Less: current portion	0	0
Long-term debt	396,970	396,465
Senior Notes due 2028
Debt Instrument [Line Items]
Long-term debt, gross	400,000	400,000
Revolving Credit Agreement
Debt Instrument [Line Items]
Long-term debt, gross	$ 0	$ 0

v3.24.3

DEBT - Senior Notes Due 2028 (Details) - Senior Notes due 2028 - New Senior Notes - USD ($)		3 Months Ended		9 Months Ended
	Oct. 06, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Notes issued, aggregate principal amount	$ 400,000,000
Notes issued, interest rate	4.50%
Debt instrument, redemption price, percentage	100.00%
Debt instrument, redemption price, percentage of principal amount remaining	60.00%
Interest expense		$ 4,500,000	$ 4,500,000	$ 13,500,000	$ 13,500,000
Accretion expense		$ 200,000	$ 200,000	$ 500,000	$ 500,000
Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage	104.50%
Debt instrument, redemption price, percentage of principal amount redeemed	40.00%
Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage	102.25%
Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage	101.125%
Debt Instrument, Redemption, Period Four
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage	100.00%
Debt Instrument, Redemption, Period Five
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage	101.00%

v3.24.3

DEBT - Revolving Credit Agreement (Details)		3 Months Ended		9 Months Ended
	Sep. 23, 2022 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
Repayments of lines of credit				$ 688,000	$ 103,992,000
Borrowings under revolving credit facilities				688,000	103,992,000
Long-term debt, gross		$ 400,000,000		400,000,000		$ 400,000,000
Revolving Credit Agreement
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 350,000,000
Line of credit facility accordion feature increase amount	$ 175,000,000
Line of credit facility, unused capacity, commitment fee percentage	0.20%
Fixed charge coverage ratio	1.0
Line of credit facility, excess availability, commitment percentage, threshold	10.00%
Line of credit facility, excess availability, amount	$ 25,000,000
Line of credit facility, excess availability applied to principal, commitment percentage	10.00%
Debt instrument, covenant period	3 years
Liquidity position to meet future obligations, amount		404,900,000		404,900,000		$ 516,100,000
Repayments of lines of credit		300,000	$ 300,000	700,000	104,000,000.0
Borrowings under revolving credit facilities		300,000	300,000	700,000	104,000,000.0
Long-term debt, gross		0	0	0	0
Interest expense		$ 200,000	$ 200,000	$ 600,000	$ 700,000
Revolving Credit Agreement | Base Rate | Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.25%
Revolving Credit Agreement | Base Rate | Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.75%
Revolving Credit Agreement | Secured Overnight Financing Rate (SOFR) | Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.25%
Revolving Credit Agreement | Secured Overnight Financing Rate (SOFR) | Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.75%
Letter of Credit | Revolving Credit Agreement
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 25,000,000
Bridge Loan | Revolving Credit Agreement
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 35,000,000

v3.24.3

FINANCIAL DERIVATIVE INSTRUMENTS - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative notional amount	$ 19.1
Pretax deferred gains expected to be reclassified	$ (0.7)

v3.24.3

FINANCIAL DERIVATIVE INSTRUMENTS - Fair Value Carrying Amount of Derivative Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Derivative [Line Items]
Total derivatives designated as hedging instruments	$ (343)	$ 466
Prepaid expenses and other
Derivative [Line Items]
Derivative asset, fair value, gross asset	485	1,511
Accounts payable and Other accrued liabilities
Derivative [Line Items]
Liability derivatives	$ (828)	$ (1,045)

v3.24.3

FINANCIAL DERIVATIVE INSTRUMENTS - Summary of Gain or Loss Recognized in AOCI (Details) - Commodity swap contracts - Cash Flow Hedging - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Amount of (Loss) Gain Recognized in AOCI on Derivatives (Effective Portion, net of tax)	$ (514)		$ (514)		$ 388
Amount of Gain (Loss) Reclassified from AOCI into Earnings	$ (175)	$ (2,285)	$ (299)	$ (2,168)

v3.24.3

LEASES - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Lessee, Lease, Description [Line Items]
Right-of-use asset obtained in exchange for operating lease liability	$ 7.5	$ 9.4
Lease not yet commenced	$ 0.0
Minimum
Lessee, Lease, Description [Line Items]
Lessee renewal term	1 year
Lessor, operating lease, term of contract	3 years
Lessor renewal term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Lessee renewal term	5 years
Lessor, operating lease, term of contract	5 years
Lessor renewal term	5 years

v3.24.3

LEASES - Leased Assets and Liabilities Included Within the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Right-of-Use Assets
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other assets	Other assets
Operating	$ 33,768	$ 32,219
Total leased ROU assets	$ 33,768	$ 32,219
Current
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other accrued liabilities	Other accrued liabilities
Operating	$ 11,034	$ 9,049
Noncurrent
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other non-current liabilities	Other non-current liabilities
Operating	$ 22,734	$ 23,170
Total lease liabilities	$ 33,768	$ 32,219

v3.24.3

LEASES - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating lease cost	$ 3,111	$ 2,442	$ 8,776	$ 6,440
Net lease cost	$ 3,111	$ 2,442	$ 8,776	$ 6,440

v3.24.3

LEASES - Maturity of Lease Liabilities (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Operating Leases
2024 (remainder)	$ 3,202
2025	12,268
2026	11,132
2027	6,134
2028	2,550
Thereafter	1,428
Total lease payments	36,714
Less: interest	2,946
Present value of lease payments	33,768
Finance Leases
2024 (remainder)	0
2025	0
2026	0
2027	0
2028	0
Thereafter	0
Total lease payments	0
Less: interest	0
Present value of lease payments	0
Total
2024 (remainder)	3,202
2025	12,268
2026	11,132
2027	6,134
2028	2,550
Thereafter	1,428
Total lease payments	$ 36,714

v3.24.3

LEASES - Lease Terms and Discount Rates (Details)	Sep. 30, 2024	Dec. 31, 2023
Weighted average remaining lease term (years)
Operating leases	3 years 3 months 18 days	3 years 9 months 18 days
Weighted average discount rate
Operating leases	5.07%	4.94%

v3.24.3

LEASES - Lease Costs Included in the Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$ 8,837	$ 6,434
Operating cash flows from finance leases	0	0
Financing cash flows from finance leases	$ 0	$ 0

v3.24.3

LEASES - Lessor Operating Lease Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Fixed lease income	$ 580	$ 324	$ 1,782	$ 503
Variable lease income	0	0	0	0
Total lease income	$ 580	$ 324	$ 1,782	$ 503

v3.24.3

LEASES - Lessor Maturity Schedule (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Leases [Abstract]
2024 (remainder)	$ 580
2025	2,062
2026	2,062
2027	1,949
2028	1,567
Thereafter	99
Total contractual receipts	$ 8,319

v3.24.3

OTHER ACCRUED LIABILITIES - Other Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Warranty	$ 20,564	$ 21,286	$ 21,511	$ 22,061
Chassis converter pool agreements	32,616	27,312
Payroll and related taxes	14,180	40,265
Customer deposits	35,571	45,586
Self-insurance	11,965	11,311
Accrued interest	8,316	3,817
Operating lease obligations	11,034	9,049
Accrued taxes	8,018	24,662
All other	9,393	12,313
Other accrued liabilities	$ 151,657	$ 195,601

v3.24.3

OTHER ACCRUED LIABILITIES - Changes in Product Warranty Accrual (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Product Warranty Accrual [Roll Forward]
Balance at beginning of period	$ 21,286	$ 22,061
Provisions and revisions to estimates	3,811	2,705
Payments	(4,533)	(3,255)
Balance at end of period	$ 20,564	$ 21,511

v3.24.3

OTHER ACCRUED LIABILITIES - Narrative (Details)	9 Months Ended
	Sep. 30, 2024
Minimum
Accrued Liabilities [Line Items]
Warranty coverage period	1 year
Maximum
Accrued Liabilities [Line Items]
Warranty coverage period	5 years
DuraPlate Trailer Panels
Accrued Liabilities [Line Items]
Warranty coverage period	10 years
Steel Main Beams On Flatbed Trailers
Accrued Liabilities [Line Items]
Warranty coverage period	10 years

v3.24.3

FAIR VALUE MEASUREMENTS - Fair Value Measurements and Fair Value Hierarchy for Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Life-insurance contracts	$ 21,695	$ 18,510
Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds	14,714	11,735
Commodity swap contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Commodity swap contracts	(343)	466
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Life-insurance contracts	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds	14,714	11,735
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commodity swap contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Commodity swap contracts	0	0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Life-insurance contracts	21,695	18,510
Significant Other Observable Inputs (Level 2) | Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds	0	0
Significant Other Observable Inputs (Level 2) | Commodity swap contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Commodity swap contracts	(343)	466
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Life-insurance contracts	0	0
Significant Unobservable Inputs (Level 3) | Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds	0	0
Significant Unobservable Inputs (Level 3) | Commodity swap contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Commodity swap contracts	$ 0	$ 0

v3.24.3

FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Accounted For at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	$ 396,970	$ 396,465
Senior Notes due 2028
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	396,970	396,465
Revolving Credit Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	0	0
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	0	0
Level 1 | Senior Notes due 2028
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	0	0
Level 1 | Revolving Credit Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	363,724	361,774
Level 2 | Senior Notes due 2028
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	363,724	361,774
Level 2 | Revolving Credit Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	0	0
Level 3 | Senior Notes due 2028
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	0	0
Level 3 | Revolving Credit Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	$ 0	$ 0

v3.24.3

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands		9 Months Ended
	Sep. 05, 2024 USD ($)	Sep. 30, 2024 USD ($) product_category	Dec. 31, 2023 USD ($)
Loss Contingencies [Line Items]
Outstanding chassis converter pool		$ 32,616	$ 27,312
Chassis converter pool, delivery period		90 days
Pending Litigation | California Consolidated Class Action
Loss Contingencies [Line Items]
Number of lawsuits | product_category		2
Estimated litigation liability		$ 3,000
Chassis Converter Pool Agreements
Loss Contingencies [Line Items]
Consigned inventory belonging to the manufacturer		1,300
Product Liability Claims | Pending Litigation | Missouri Product Liability Claim
Loss Contingencies [Line Items]
Estimated litigation liability		462,000
Compensatory damages	$ 12,000
Punitive damages	$ 450,000
Insurance settlements receivable		$ 12,000

v3.24.3

NET (LOSS) INCOME PER COMMON SHARE - Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	455		542
Basic net (loss) income attributable to common stockholders per share:
Net (loss) income attributable to common stockholders	$ (330,166)	$ 55,329	$ (283,041)	$ 180,870
Weighted average common shares outstanding (in shares)	43,832,000	46,906,000	44,700,000	47,373,000
Basic net income attributable to common stockholders per share (in usd per share)	$ (7.53)	$ 1.18	$ (6.33)	$ 3.82
Diluted net (loss) income attributable to common stockholders per share:
Net (loss) income attributable to common stockholders	$ (330,166)	$ 55,329	$ (283,041)	$ 180,870
Weighted average common shares outstanding (in shares)	43,832,000	46,906,000	44,700,000	47,373,000
Dilutive stock options and restricted stock (in shares)	0	849,000	0	975,000
Diluted weighted average common shares outstanding (in shares)	43,832,000	47,755,000	44,700,000	48,348,000
Diluted net income income attributable to common stockholders per share (in usd per share)	$ (7.53)	$ 1.16	$ (6.33)	$ 3.74

v3.24.3

STOCK-BASED COMPENSATION - Narrative (Details) $ in Millions	Sep. 30, 2024 USD ($)
Share-Based Payment Arrangement, Noncash Expense [Abstract]
Compensation costs related to restricted stock units and performance units not yet recognized	$ 17.4

v3.24.3

STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	Feb. 15, 2024	Sep. 30, 2024	Dec. 31, 2023	Aug. 31, 2021	Nov. 30, 2018
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock repurchase program, authorized amount	$ 150.0			$ 150.0	$ 100.0
Stock repurchase program, period in force	3 years
Stock repurchase program, remaining authorized repurchase amount		$ 132.8
Common stock, shares authorized (in shares)		200,000,000	200,000,000
Common stock, par value (in usd per share)		$ 0.01	$ 0.01
Preferred Class A
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized (in shares)		25,000,000

v3.24.3

STOCKHOLDERS' EQUITY - Changes in AOCI by Component (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	$ 550,425	$ 546,086	$ 549,496	$ 481,024	$ 424,443	$ 397,613	$ 549,496	$ 397,613
Net unrealized gains (losses) arising during the period	(1,156)	(1,656)	(106)	(652)	(2,727)	694
Less: Net realized gains (losses) reclassified to net (loss) income	(132)	477	(566)	(1,727)	(277)	366
Total other comprehensive (loss) income	(1,024)	(2,133)	460	1,075	(2,450)	328	(2,697)	(1,047)
Balance at end of period	200,520	550,425	546,086	518,687	481,024	424,443	200,520	518,687
Other comprehensive income (loss) before reclassifications, tax expense (benefit)	(100)	(200)	(100)	(100)	(1,000)	100
Reclassification from AOCI, current period, tax expense (benefit)	100	(200)	200	600	100	(100)
Total
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	(2,101)	32	(428)	(3,004)	(554)	(882)	(428)	(882)
Balance at end of period	(3,125)	(2,101)	32	(1,929)	(3,004)	(554)	(3,125)	(1,929)
Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	(1,824)	(632)	(816)	(725)	(1,227)	(1,791)	(816)	(1,791)
Net unrealized gains (losses) arising during the period	(787)	(1,192)	184	(337)	502	564
Less: Net realized gains (losses) reclassified to net (loss) income	0	0	0	0	0	0
Total other comprehensive (loss) income	(787)	(1,192)	184	(337)	502	564
Balance at end of period	(2,611)	(1,824)	(632)	(1,062)	(725)	(1,227)	(2,611)	(1,062)
Derivative Instruments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	(277)	664	388	(2,279)	673	909	388	909
Net unrealized gains (losses) arising during the period	(369)	(464)	(290)	(315)	(3,229)	130
Less: Net realized gains (losses) reclassified to net (loss) income	(132)	477	(566)	(1,727)	(277)	366
Total other comprehensive (loss) income	(237)	(941)	276	1,412	(2,952)	(236)
Balance at end of period	$ (514)	$ (277)	$ 664	$ (867)	$ (2,279)	$ 673	$ (514)	$ (867)

v3.24.3

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax (benefit) expense	$ (108,406)	$ 18,068	$ (92,215)	$ 56,289
Effective tax rate			24.60%	23.70%

v3.24.3

IMPAIRMENT AND PROPERTY, PLANT, AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Proceeds from the sale of assets	$ 2,800
Impairment		$ 1,000	$ 0	$ 994	$ 0

v3.24.3

SEGMENTS - Narrative (Details)	9 Months Ended
	Sep. 30, 2024 segment product_category
Segment Reporting [Abstract]
Number of segments	2
Number of operating segments	2
Number of products | product_category	4

v3.24.3

SEGMENTS - Reportable Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net sales
Net sales	$ 464,040	$ 632,828	$ 1,529,926	$ 1,940,400
Income (loss) from operations	(433,028)	77,637	(359,690)	250,847
Transportation Solutions
Net sales
Net sales	413,321	577,232	1,377,544	1,778,246
Parts & Services
Net sales
Net sales	50,719	55,596	152,382	162,154
Corporate and Eliminations
Net sales
Net sales	(3,790)	(6,483)	(11,172)	(16,870)
Income (loss) from operations	(470,506)	(24,134)	(520,948)	(75,992)
Corporate and Eliminations | Transportation Solutions
Net sales
Net sales	2,185	5,638	7,095	13,377
Corporate and Eliminations | Parts & Services
Net sales
Net sales	1,605	845	4,077	3,493
Operating Segments | Transportation Solutions
Net sales
Net sales	415,506	582,870	1,384,639	1,791,623
Income (loss) from operations	29,162	89,413	130,335	292,335
Operating Segments | Parts & Services
Net sales
Net sales	52,324	56,441	156,459	165,647
Income (loss) from operations	$ 8,316	$ 12,358	$ 30,923	$ 34,504

v3.24.3

SEGMENTS - Major Product Categories and Percentage of Consolidated Net Sales (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Product Information [Line Items]
Net sales	$ 464,040	$ 632,828	$ 1,529,926	$ 1,940,400
Sales Revenue, Net | Product Concentration Risk
Product Information [Line Items]
Percentage of consolidated net sales	100.00%	100.00%	100.00%	100.00%
Eliminations
Product Information [Line Items]
Net sales	$ (3,790)	$ (6,483)	$ (11,172)	$ (16,870)
Transportation Solutions
Product Information [Line Items]
Net sales	413,321	577,232	1,377,544	1,778,246
Transportation Solutions | Operating Segments
Product Information [Line Items]
Net sales	415,506	582,870	1,384,639	1,791,623
Transportation Solutions | Eliminations
Product Information [Line Items]
Net sales	2,185	5,638	7,095	13,377
Parts & Services
Product Information [Line Items]
Net sales	50,719	55,596	152,382	162,154
Parts & Services | Operating Segments
Product Information [Line Items]
Net sales	52,324	56,441	156,459	165,647
Parts & Services | Eliminations
Product Information [Line Items]
Net sales	1,605	845	4,077	3,493
New trailers
Product Information [Line Items]
Net sales	$ 306,916	$ 475,586	$ 1,054,718	$ 1,482,007
New trailers | Sales Revenue, Net | Product Concentration Risk
Product Information [Line Items]
Percentage of consolidated net sales	66.10%	75.20%	68.90%	76.40%
New trailers | Eliminations
Product Information [Line Items]
Net sales	$ (1,661)	$ (2,216)	$ (3,162)	$ (4,580)
New trailers | Transportation Solutions | Operating Segments
Product Information [Line Items]
Net sales	308,577	477,802	1,057,880	1,486,587
New trailers | Parts & Services | Operating Segments
Product Information [Line Items]
Net sales	0	0	0	0
Used trailers
Product Information [Line Items]
Net sales	$ 396	$ 1,340	$ 2,884	$ 2,396
Used trailers | Sales Revenue, Net | Product Concentration Risk
Product Information [Line Items]
Percentage of consolidated net sales	0.10%	0.20%	0.20%	0.10%
Used trailers | Eliminations
Product Information [Line Items]
Net sales	$ (71)	$ 0	$ (71)	$ 0
Used trailers | Transportation Solutions | Operating Segments
Product Information [Line Items]
Net sales	71	0	71	0
Used trailers | Parts & Services | Operating Segments
Product Information [Line Items]
Net sales	396	1,340	2,884	2,396
Components, parts and services
Product Information [Line Items]
Net sales	$ 31,539	$ 38,091	$ 101,622	$ 113,567
Components, parts and services | Sales Revenue, Net | Product Concentration Risk
Product Information [Line Items]
Percentage of consolidated net sales	6.80%	6.00%	6.60%	5.90%
Components, parts and services | Eliminations
Product Information [Line Items]
Net sales	$ 0	$ 0	$ 0	$ 0
Components, parts and services | Transportation Solutions | Operating Segments
Product Information [Line Items]
Net sales	0	0	0	0
Components, parts and services | Parts & Services | Operating Segments
Product Information [Line Items]
Net sales	31,539	38,091	101,622	113,567
Equipment and other
Product Information [Line Items]
Net sales	$ 125,189	$ 117,811	$ 370,702	$ 342,430
Equipment and other | Sales Revenue, Net | Product Concentration Risk
Product Information [Line Items]
Percentage of consolidated net sales	27.00%	18.60%	24.20%	17.60%
Equipment and other | Eliminations
Product Information [Line Items]
Net sales	$ (2,058)	$ (4,267)	$ (7,939)	$ (12,290)
Equipment and other | Transportation Solutions | Operating Segments
Product Information [Line Items]
Net sales	106,858	105,068	326,688	305,036
Equipment and other | Parts & Services | Operating Segments
Product Information [Line Items]
Net sales	$ 20,389	$ 17,010	$ 51,953	$ 49,684

v3.24.3

Label	Element	Value
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 179,271,000

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