Wabash announced today that it has commenced a private offering (the "Offering") of $100 million aggregate principal amount of convertible senior unsecured notes due 2032 (the "notes") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). In connection with the Offering, Wabash expects to grant the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $15 million aggregate principal amount of the notes. The Offering of the notes is subject to market and other conditions and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.

The notes and the note guarantees will be senior, unsecured obligations of Wabash and the guarantors, respectively. The notes will accrue interest payable semi-annually in arrears and will mature on August 1, 2032, unless earlier converted, redeemed or repurchased. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Wabash will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, par value $0.01 per share ("common stock"), or a combination of cash and shares of its common stock, at Wabash’s election.

The notes will be redeemable, in whole, but not in part, for cash at Wabash’s option at any time, and from time to time, on or after August 6, 2029 and on or before the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of Wabash’s common stock equals or exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the notes will be redeemable at any time if the aggregate principal amount of the notes that remains outstanding is less than 15% of the aggregate principal amount of the notes initially issued in the Offering and certain other conditions are satisfied. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the Offering.

The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the Offering.

Wabash intends to use the net proceeds from the Offering for general corporate purposes, including repaying amounts outstanding under its existing credit agreement.