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.

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.

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 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 June 30, 2026, the Company did not provide financial or other support to this VIE that it was not contractually obligated to provide. As of June 30, 2026, the Company does not have any obligations to provide financial support to WP.


	June 30, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	3,397	$	2,455
Accounts receivable, net	3,823		4,559
Inventories, net	—		5
Prepaid expenses and other	468		177
Total current assets	7,688		7,196

Other assets	498		433
Total assets	$	8,186	$	7,629
Liabilities
Current liabilities:
Accounts payable	$	5,374	$	3,571
Other accrued liabilities	18		27
Total current liabilities	5,392		3,598
Other non-current liabilities	—		—
Total liabilities	$	5,392	$	3,598


	2026		2025
Balance at January 1	$	1,184	$	996
Net (loss) income attributable to noncontrolling interest	(64)		255

Distributions paid to noncontrolling interest	—		—
Balance at March 31	1,120		1,251
Net income (loss) attributable to noncontrolling interest	277		(14)

Distributions declared to noncontrolling interest	—		—
Balance at June 30	$	1,397	$	1,237

During the third quarter of 2024, the Company established a collaborative framework with UpLabs Ventures, LLC to identify, design, incubate, develop, and launch new businesses (Portfolio Companies) in the mobility and digital solutions sector. This partnership aims to leverage the strengths of both parties to create innovative solutions and new market opportunities. The agreement includes detailed provisions for investment, equity sharing, intellectual property, revenue recognition, indemnification, purchase options, governance, and terminations, ensuring a structured and mutually beneficial partnership.

The Company’s initial capital investment in the fourth quarter of 2024 was $6.0 million to launch venture labs aimed at providing solutions that optimize customer end-to-end supply chains across transportation, logistics, and infrastructure markets. The $6.0 million nonrefundable investment covered the first contract year. An additional $6.2 million nonrefundable investment for the 2026 contract period was paid in the first quarter of 2026. The cost method investment is recorded in Investment in unconsolidated entities on the Company’s Condensed Consolidated Balance Sheets. Additionally, for each contract year of the collaboration during the term, the Company pays fees in the amount of 2% of the investment amount, inclusive of any inflation adjustments and expenses of $0.5 million, subject to equivalent upward inflation adjustment based on the Consumer Price Index, compounded annually.

SpecSync, Inc and PartsPulse, Inc are the first two startup companies from UpLabs’ development. SpecSync and PartsPulse were launched in January 2026 through the collaborative venture labs to create purpose-built AI solutions for the Company as an initial customer to solve high-impact business challenges. On January 5, 2026, the Company agreed to receive a 20% equity share in both SpecSync and PartsPulse. During the six month period ended June 30, 2026, the Company recorded income of approximately $0.2 million within Income (loss) from unconsolidated entity in the Condensed Consolidated Statements of Operations.

As a part of the Company’s agreements with SpecSync and PartsPulse, in the first quarter of 2026, the Company paid the first of two semi-annual, one-time installments of $1.5 million for implementation fees of the software. It also paid on-going quarterly subscription fees of $0.8 million that began in the fourth quarter of 2025. These expenses were recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations. SpecSync and PartsPulse qualify as VIEs. Wabash is not considered a primary beneficiary as it does not have the ability to direct activities that most significantly impact economic performance and does not have the obligation to absorb significant losses or rights to receive significant benefits. The Company’s total investment and maximum exposure to loss in SpecSync and PartsPulse is $12.4 million.

On February 26, 2026, the Company converted $2.0 million in trade receivables from FreightVana into a 4-year note receivable. Prior to the legal conversion of the instrument, management identified a $1.0 million current expected credit loss regarding the FreightVana balance that was expensed to General and administrative expenses in the Condensed Consolidated Statements of Operations. In addition, the Company previously entered into a termination agreement with FreightVana on February 1, 2025 regarding a convertible promissory note (the “2025 Note”). Pursuant to the agreement, the 2025 Note was terminated in exchange for a cash interest payment of $0.3 million and the conversion of the 2025 Note’s remaining $2.7 million carrying value into Class B preferred units of FreightVana. As the total consideration received exceeded the carrying value of the 2025 Note, the Company recognized a gain on debt settlement of $0.3 million within Other income (expense), Other, net in the Condensed Consolidated Statements of Operations for the period ended March 31, 2026. The Company’s total investment and maximum exposure to loss in FreightVana is $5.9 million.