Tag: GlobeNewswire

Financial Overview – Third Quarter

• Revenues of $251 Million, Up 53% From a Year Ago and Up 61% From the Second Quarter
• GAAP Pre-Tax Income of $35 Million, Adjusted Pre-Tax Income of $56 Million
• GAAP Diluted EPS of $0.21, Adjusted EPS of $0.39

Financial Overview – Nine Months

• Revenues of $557 Million, Up 5% From a Year Ago
• GAAP Pre-Tax Income of $31 Million, Adjusted Pre-Tax Income of $80 Million
• GAAP Diluted EPS of $0.29, Adjusted EPS of $0.63

Talent Investment

• Year-To-Date Added Fourteen Partners and Thirteen Managing Directors
• Closed Acquisition of Gleacher Shacklock on September 1

Capital Management

• Strong Balance Sheet with $150 Million of Cash and No Debt
• Year-To-Date Retired More Than Three Million Shares and Share Equivalents through Net Settlement and Open Market Repurchases
• Year-To-Date Returned $88 Million in Aggregate to Equity Holders
• Declared Quarterly Dividend of $0.07 Per Share

“Our third quarter performance demonstrates the strength and breadth of our franchise, and we are carrying strong momentum into the fourth quarter and 2027. The acquisition of Gleacher Shacklock deepens our presence in the UK and across Europe, enhancing our ability to advise clients on their most complex transactions. We will continue to execute on our strategic priorities to drive growth and scale our business to deliver value for our shareholders,” stated Andrew Bednar, Chief Executive Officer and Chairman.

NEW YORK, Oct. 29, 2026 (GLOBE NEWSWIRE) — Perella Weinberg Partners (the “Firm,” “Company,” “Perella Weinberg”) (NASDAQ:PWP) today reported financial results for the third quarter ended September 30, 2026.

Revenues

For the third quarter of 2026, revenues were $251.4 million, an increase of 53% from $164.6 million reported in the third quarter of 2025, driven by a higher number of fee-paying clients and a greater share of fee events exceeding $5 million. For the nine months ended September 30, 2026, revenues were $556.8 million, an increase of 5% from $531.7 million for the nine months ended September 30, 2025. The increase was driven by higher M&A revenue, reflecting a greater number of fee events, partially offset by lower financing and capital solutions revenue.

Expenses

		Three Months Ended September 30,																Nine Months Ended September 30,
			2026								2025								2026								2025
		GAAP				Adjusted				GAAP				Adjusted				GAAP				Adjusted				GAAP				Adjusted
Operating expenses		(Dollars in Millions)																(Dollars in Millions)
Total compensation and benefits		$	175.0			$	157.2			$	116.3			$	110.3			$	413.0			$	373.1			$	373.9			$	356.3
% of Revenues			70	%			63	%			71	%			67	%			74	%			67	%			70	%			67	%
Non-compensation expenses		$	41.4			$	37.0			$	39.4			$	36.8			$	116.7			$	105.7			$	128.4			$	122.4
% of Revenues			16	%			15	%			24	%			22	%			21	%			19	%			24	%			23	%

Three Months Ended

GAAP total compensation and benefits were $175.0 million for the third quarter of 2026, compared to $116.3 million for the third quarter of 2025. Adjusted total compensation and benefits were $157.2 million for the third quarter of 2026, compared to $110.3 million for the same period a year ago. The increase in total compensation and benefits was due to higher revenues, partially offset by the impact of a lower adjusted compensation margin versus the third quarter of 2025, and, on a GAAP basis only, included acquisition-related compensation and previously disclosed business realignment costs.

GAAP non-compensation expenses were $41.4 million for the third quarter of 2026, compared to $39.4 million for the third quarter of 2025. Adjusted non-compensation expenses were $37.0 million for the third quarter of 2026, compared to $36.8 million for the same period a year ago. The increase in GAAP non-compensation expenses was primarily driven by increased amortization expenses related to acquisitions as well as higher technology expenses.

Nine Months Ended

GAAP total compensation and benefits were $413.0 million for the nine months ended September 30, 2026, compared to $373.9 million for the prior year period. Adjusted total compensation and benefits were $373.1 million for the nine months ended September 30, 2026, compared to $356.3 million for the same period a year ago. The increase in total compensation and benefits was due to higher revenues and, on a GAAP basis only, higher acquisition-related compensation and previously disclosed business realignment costs. The adjusted compensation margin was 67% for the nine months ended September 30, 2026, consistent with the prior year period.

GAAP non-compensation expenses were $116.7 million for the nine months ended September 30, 2026, compared to $128.4 million for the prior year period. Adjusted non-compensation expenses were $105.7 million for the nine months ended September 30, 2026, compared to $122.4 million for the same period a year ago. The decrease in non-compensation expenses was largely driven by a decrease in professional fees, partially offset by a modest increase in technology spend and, on a GAAP basis only, increased transaction and amortization expenses related to acquisitions.

Provision for Income Taxes

As of September 30, 2026, Perella Weinberg Partners owned 81.5% of the operating partnership (“PWP OpCo”) and is subject to U.S. federal and state corporate income tax on its allocable share of earnings. Income earned by PWP OpCo is subject to certain state, local, and foreign income taxes. The GAAP income tax expense for the nine months ended September 30, 2026 was $1.7 million, which included $10.9 million of tax benefit from restricted stock units (“RSUs”) that vested at a share price higher than the grant price.

For purposes of calculating adjusted if-converted net income, we present our results as if all partnership units had been converted to shares of Class A common stock and as if all of our adjusted results were subject to U.S. corporate income tax. For the nine months ended September 30, 2026, adjusted if-converted net income included $11.5 million of tax benefit from the vesting of RSUs at a share price higher than the grant price.

Balance Sheet and Capital Management

As of September 30, 2026, we had $150 million of cash with no outstanding indebtedness and an undrawn revolving credit facility.

During the nine months ended September 30, 2026, we returned $88.3 million in aggregate to our equity holders through: (i) the net settlement of 3,018,699 share equivalents at an average price per share of $19.85, (ii) the repurchase of 127,328 shares at an average price per share of $15.73 in open market transactions pursuant to PWP’s Class A common stock repurchase program, (iii) the payment of aggregate dividends of $22.7 million to Class A common stockholders and (iv) the payment of $3.6 million in distributions to limited partners.

At September 30, 2026, there were 79.5 million shares of Class A common stock and 18.0 million partnership units outstanding.

During the nine months ended September 30, 2026, Perella Weinberg made $7.2 million of cash payments related to the business realignment. Currently, we are estimating future cash payments of approximately $7.0 million related to the business realignment, substantially all of which is expected to be paid by or soon after December 31, 2026.

The Board of Directors has declared a quarterly dividend of $0.07 per share of Class A common stock. The dividend will be paid on December 8, 2026 to Class A common stockholders of record on November 24, 2026.

Conference Call and Webcast

Management will host a webcast and conference call on Thursday, October 29, 2026 at 9:00 am ET to discuss Perella Weinberg’s financial results for the third quarter ended September 30, 2026.

A webcast of the conference call will be made available in the Investors section of Perella Weinberg’s website at https://investors.pwpartners.com/.

The conference call can also be accessed by the following dial-in information:

• Domestic: (800) 245-3047
• International: (203) 518-9765
• Conference ID: PWPQ326

Replay

A replay of the call will also be available two hours after the live call through November 5, 2026. To access the replay, dial (800) 839-7076 (Domestic) or (402) 220-6063 (International). The replay can also be accessed on the Investors section of the Company’s website at https://investors.pwpartners.com/.

For those who listen to the rebroadcast of the call, we remind you that the remarks made are as of October 29, 2026, and have not been updated subsequent to the initial earnings call.

About Perella Weinberg

Perella Weinberg is a leading global independent advisory firm, providing strategic and financial advice to a broad client base, including corporations, financial sponsors, governments, and sovereign wealth funds. The Firm offers a wide range of advisory services to clients in some of the most active industry sectors and global markets. With approximately 700 employees, Perella Weinberg currently maintains offices in New York, London, Houston, Los Angeles, San Francisco, Paris, Chicago, Munich, Palm Beach, Calgary, and Greenwich. The financial information of Perella Weinberg herein refers to the business operations of PWP Holdings LP and Subsidiaries.

Contacts

For Perella Weinberg Investor Relations: investors@pwpartners.com
For Perella Weinberg Media: media@pwpartners.com

Non-GAAP Financial Measures

In addition to financial measures presented in accordance with GAAP, we monitor certain non-GAAP financial measures to manage our business, make planning decisions, evaluate our performance and allocate resources. We believe that these non-GAAP financial measures are key financial indicators of our business performance over the long term and provide useful information regarding whether cash provided by operating activities is sufficient to maintain and grow our business. We believe that the methodology for determining these non-GAAP financial measures can provide useful supplemental information to help investors better understand the economics of our platform.

These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, the analysis of other GAAP financial measures. These non-GAAP financial measures are not universally consistent calculations, limiting their usefulness as comparative measures. Other companies may calculate similarly titled financial measures differently. Additionally, these non-GAAP financial measures are not measurements of financial performance or liquidity under GAAP. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine our non-GAAP financial measures in conjunction with our historical consolidated financial statements and notes thereto included elsewhere in this press release.

Management compensates for the inherent limitations associated with using these non-GAAP financial measures through disclosure of such limitations, presentation of our financial statements in accordance with GAAP and reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measures. See “Non-GAAP Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable GAAP numbers.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements made in this press release, and oral statements made from time to time by representatives of PWP are “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding expectations for the business are “forward-looking statements.” In addition, words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or outcomes include (but are not limited to): global economic, business and market conditions; the Company’s dependence on and ability to retain employees; the Company’s ability to successfully identify, recruit and develop talent; conditions impacting the corporate advisory industry; the Firm’s dependence on its fee-paying clients and fluctuating revenues from its non-exclusive, engagement-by-engagement business model; the high volatility of the Company’s revenues as a result of its reliance on advisory fees that are largely contingent on the completion of events which may be out of its control; the Company’s ability to appropriately manage conflicts of interest and tax and other regulatory factors relevant to the Company’s business, including actual, potential or perceived conflicts of interest and other factors that may damage its business and reputation; the Company’s successful formulation and execution of its business and growth strategies; substantial litigation risks in the financial services industry; cybersecurity and other operational risks; assumptions relating to the Company’s operations, financial results, financial condition, business prospects, growth strategy and liquidity; extensive regulation of the corporate advisory industry and U.S. and foreign regulatory developments relating to, among other things, financial institutions and markets, government oversight, fiscal and tax policy and laws (including the treatment of carried interest); and other risks and uncertainties described under “Part I—Item 1A. Risk Factors” in our Annual Report on Form 10-K.

The forward-looking statements in this press release and oral statements made from time to time by representatives of PWP are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2026 and the other documents filed by the Firm from time to time with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Consolidated Statements of Operations (Unaudited) (Dollars in Thousands, Except Per Share Amounts)
		Three Months Ended September 30,						Nine Months Ended September 30,
		2026			2025			2026				2025
Revenues		$	251,373		$	164,645		$	556,815		$	531,743
Expenses
Compensation and benefits			145,976			88,748			316,867			292,027
Equity-based compensation			29,049			27,594			96,112			81,873
Total compensation and benefits			175,025			116,342			412,979			373,900
Professional fees			9,417			9,213			21,918			35,308
Technology and infrastructure			11,114			9,588			30,928			28,114
Rent and occupancy			6,328			5,974			18,133			18,896
Travel and related expenses			4,365			5,418			15,871			16,391
General, administrative and other expenses			3,551			4,219			11,601			14,574
Depreciation and amortization			6,628			5,024			18,286			15,077
Total expenses			216,428			155,778			529,716			502,260
Operating income (loss)			34,945			8,867			27,099			29,483
Non-operating income (expenses)
Other income (expense)			230			2,721			3,518			252
Total non-operating income (expenses)			230			2,721			3,518			252
Income (loss) before income taxes			35,175			11,588			30,617			29,735
Income tax expense (benefit)			11,885			3,023			1,741			(4,471	)
Net income (loss)			23,290			8,565			28,876			34,206
Less: Net income (loss) attributable to non-controlling interests			5,730			2,561			4,525			8,125
Net income (loss) attributable to Perella Weinberg Partners		$	17,560		$	6,004		$	24,351		$	26,081
Net income (loss) per share attributable to Class A common shareholders
Basic		$	0.22		$	0.09		$	0.33		$	0.41
Diluted		$	0.21		$	0.08		$	0.29		$	0.37
Weighted-average shares of Class A common stock outstanding
Basic			78,841,501			64,071,958			74,499,165			63,100,339
Diluted			103,291,251			100,233,456			102,379,024			74,959,485

GAAP Reconciliation of Adjusted Results (Unaudited) (Dollars in Thousands, Except Per Share Amounts)
		Three Months Ended September 30,								Nine Months Ended September 30,
			2026				2025				2026				2025
Total compensation and benefits—GAAP		$	175,025			$	116,342			$	412,979			$	373,900
Public company transaction related incentives(1)			(3,228	)			(6,029	)			(10,285	)			(17,632	)
Acquisition related incentives(2)			(4,193	)			—				(5,510	)			—
Business realignment costs(3)			(10,453	)			—				(24,130	)			—
Adjusted total compensation and benefits		$	157,151			$	110,313			$	373,054			$	356,268
Non-compensation expense—GAAP		$	41,403			$	39,436			$	116,737			$	128,360
Business realignment costs(3)			(107	)			—				(182	)			—
Amortization of acquired intangible assets(4)			(3,088	)			(1,645	)			(7,594	)			(4,935	)
Business combination transaction expenses(5)			(1,224	)			(980	)			(3,227	)			(980	)
Adjusted non-compensation expense(6)		$	36,984			$	36,811			$	105,734			$	122,445
Operating income (loss)—GAAP		$	34,945			$	8,867			$	27,099			$	29,483
Public company transaction related incentives(1)			3,228				6,029				10,285				17,632
Acquisition related incentives(2)			4,193				—				5,510				—
Business realignment costs(3)			10,560				—				24,312				—
Amortization of acquired intangible assets(4)			3,088				1,645				7,594				4,935
Business combination transaction expenses(5)			1,224				980				3,227				980
Adjusted operating income		$	57,238			$	17,521			$	78,027			$	53,030
Income (loss) before income taxes—GAAP		$	35,175			$	11,588			$	30,617			$	29,735
Public company transaction related incentives(1)			3,228				6,029				10,285				17,632
Acquisition related incentives(2)			4,193				—				5,510				—
Business realignment costs(3)			10,560				—				24,312				—
Amortization of acquired intangible assets(4)			3,088				1,645				7,594				4,935
Business combination transaction expenses(5)			1,224				980				3,227				980
Adjustments to non-operating income (expenses)(7)			(974	)			17				(1,865	)			49
Adjusted income before income taxes		$	56,494			$	20,259			$	79,680			$	53,331
Income tax expense (benefit)—GAAP		$	11,885			$	3,023			$	1,741			$	(4,471	)
Tax impact of non-GAAP adjustments(8)			2,818				2,731				12,034				7,412
Adjusted income tax expense		$	14,703			$	5,754			$	13,775			$	2,941
Net income (loss)—GAAP		$	23,290			$	8,565			$	28,876			$	34,206
Public company transaction related incentives(1)			3,228				6,029				10,285				17,632
Acquisition related incentives(2)			4,193				—				5,510				—
Business realignment costs(3)			10,560				—				24,312				—
Amortization of acquired intangible assets(4)			3,088				1,645				7,594				4,935
Business combination transaction expenses(5)			1,224				980				3,227				980
Adjustments to non-operating income (expenses)(7)			(974	)			17				(1,865	)			49
Tax impact of non-GAAP adjustments(8)			(2,818	)			(2,731	)			(12,034	)			(7,412	)
Adjusted net income		$	41,791			$	14,505			$	65,905			$	50,390

GAAP Reconciliation of Adjusted Results (Unaudited) (Dollars in Thousands, Except Per Share Amounts)
		Three Months Ended September 30,								Nine Months Ended September 30,
			2026				2025				2026				2025
Adjusted net income		$	41,791			$	14,505			$	65,905			$	50,390
Less: Adjusted income tax expense			(14,703	)			(5,754	)			(13,775	)			(2,941	)
Add: If-converted income tax expense(9)			16,646				6,854				14,718				1,906
Adjusted if-converted net income		$	39,848			$	13,405			$	64,962			$	51,425
Weighted-average diluted shares of Class A common stock outstanding—GAAP			103,291,251				100,233,456				102,379,024				74,959,485
Weighted average number of incremental shares from if-converted PWP OpCo units(10)			—				—				—				25,691,746
Weighted-average adjusted diluted shares of Class A common stock outstanding			103,291,251				100,233,456				102,379,024				100,651,231
Adjusted net income per Class A share—diluted, if-converted		$	0.39			$	0.13			$	0.63			$	0.51
Key metrics:(11)
GAAP operating income (loss) margin			13.9	%			5.4	%			4.9	%			5.5	%
Adjusted operating income margin			22.8	%			10.6	%			14.0	%			10.0	%
GAAP compensation margin			70	%			71	%			74	%			70	%
Adjusted compensation margin			63	%			67	%			67	%			67	%
GAAP effective tax rate			34	%			26	%			6	%		(15		)%
Adjusted if-converted effective tax rate			29	%			34	%			18	%			4	%

Notes to GAAP Reconciliation of Adjusted Results:

(1)	Public company transaction related incentives includes equity-based compensation for transaction-related RSUs and performance restricted stock units (“PSUs”), which are directly related to milestone events that were part of a business combination that closed on June 24, 2021, as well as employment taxes for these RSUs and PSUs. These expenses were outside of PWP’s normal and recurring bonus and compensation processes and will be fully expensed by the end of 2026.
(2)	Acquisition related incentives includes compensation arrangements negotiated with certain employees in conjunction with the acquisitions of Devon Park Advisors (“Devon Park”) and Gleacher Shacklock LLP (“Gleacher Shacklock”), including guaranteed compensation arrangements and amounts contingent upon certain client engagements generating revenue following the Gleacher Shacklock acquisition. These arrangements were negotiated as part of the respective acquisitions and such expenses are outside of PWP’s normal and recurring bonus and compensation processes.
(3)	During the second quarter of 2026, we began a review of the business, which resulted in headcount reductions in order to focus resources on higher-performing areas of the business. Costs include separation and transition benefits, the accelerated amortization of equity-based awards, and certain professional fees. Currently, we are estimating approximately $28 million of total business realignment costs through the end of 2026.
(4)	The adjustment reflects the amortization of intangible assets associated with the Tudor, Pickering, Holt & Co., LLC (“TPH”), Devon Park, and Gleacher Shacklock business combinations. This adjustment was previously referred to as “TPH business combination related expenses” in prior releases.
(5)	Business combination transaction costs associated with the Devon Park and Gleacher Shacklock acquisitions as well as legal and advisory costs related to the evaluation and negotiation of a potential business combination that did not proceed.
(6)	See reconciliation on the following page for the components of the consolidated statements of operations included in non-compensation expense—GAAP as well as Adjusted non-compensation expense.
(7)	Includes the amortization of debt discounts and issuance costs for all periods presented. For the three and nine months ended September 30, 2026, it includes the fair value adjustments to the liability-classified contingent consideration recognized in the Devon Park acquisition.
(8)	The adjusted income tax expense represents the Company’s calculated tax expense on adjusted non-GAAP results. It excludes the impact on income taxes of certain transaction-related items and other items not reflected in our adjusted non-GAAP results. It does not represent the cash that the Company expects to pay for taxes in the current periods.
(9)	The if-converted income tax expense represents the Company’s calculated tax expense on adjusted non-GAAP results assuming the exchange of all PWP OpCo units for PWP Class A common stock, resulting in all of the Company’s results for the period being subject to corporate-level tax.
(10)	Represents the dilutive impact assuming the conversion of all PWP OpCo units to shares of Class A common stock.
(11)	Reconciliations of key metrics from GAAP to Adjusted results are a derivative of the reconciliation of their components.

GAAP Reconciliation of Adjusted Results (Unaudited) (Dollars in Thousands)
		Three Months Ended September 30, 2026
		GAAP			Adjustments				Adjusted
Professional fees		$	9,417		$	(1,331	)	(1)	$	8,086
Technology and infrastructure			11,114			—				11,114
Rent and occupancy			6,328			—				6,328
Travel and related expenses			4,365			—				4,365
General, administrative and other expenses			3,551			—				3,551
Depreciation and amortization			6,628			(3,088	)	(2)		3,540
Non-compensation expense		$	41,403		$	(4,419	)		$	36,984
		Three Months Ended September 30, 2025
		GAAP			Adjustments				Adjusted
Professional fees		$	9,213		$	(980	)	(3)	$	8,233
Technology and infrastructure			9,588			—				9,588
Rent and occupancy			5,974			—				5,974
Travel and related expenses			5,418			—				5,418
General, administrative and other expenses			4,219			—				4,219
Depreciation and amortization			5,024			(1,645	)	(4)		3,379
Non-compensation expense		$	39,436		$	(2,625	)		$	36,811
		Nine Months Ended September 30, 2026
		GAAP			Adjustments				Adjusted
Professional fees		$	21,918		$	(3,409	)	(1)	$	18,509
Technology and infrastructure			30,928			—				30,928
Rent and occupancy			18,133			—				18,133
Travel and related expenses			15,871			—				15,871
General, administrative and other expenses			11,601			—				11,601
Depreciation and amortization			18,286			(7,594	)	(2)		10,692
Non-compensation expense		$	116,737		$	(11,003	)		$	105,734
		Nine Months Ended September 30, 2025
		GAAP			Adjustments				Adjusted
Professional fees		$	35,308		$	(980	)	(3)	$	34,328
Technology and infrastructure			28,114			—				28,114
Rent and occupancy			18,896			—				18,896
Travel and related expenses			16,391			—				16,391
General, administrative and other expenses			14,574			—				14,574
Depreciation and amortization			15,077			(4,935	)	(4)		10,142
Non-compensation expense		$	128,360		$	(5,915	)		$	122,445
(1) Reflects an adjustment to exclude transaction costs associated with the acquisitions of Devon Park and Gleacher Shacklock, certain business realignment costs, as well as legal and advisory costs related to the evaluation and negotiation of a potential business combination that did not proceed.
(2) Reflects an adjustment to exclude the amortization of intangible assets related to the Gleacher Shacklock, Devon Park, and TPH business combinations.
(3) Reflects an adjustment to exclude transaction costs associated with the acquisition of Devon Park.
(4) Reflects an adjustment to exclude the amortization of intangible assets related to the TPH business combination.

_______________

* Throughout this release, adjusted figures represent Non-GAAP information. See “Non-GAAP Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable GAAP numbers. GAAP diluted net income (loss) per share attributable to Class A common shareholders and Adjusted net income (loss) per Class A share—diluted, if-converted will be referred to as “GAAP Diluted EPS” and “Adjusted EPS,” respectively.

Third Quarter 2026 Financial Highlights

• Net sales totaled $930 million, up 3% on a constant currency* basis vs prior year, driven by strong performance in commercial vehicle and industrial
• Net income totaled $97 million; net income margin of 10.4%
• Adjusted EBIT* totaled $152 million; adjusted EBIT margin* of 16.3%
• Net cash provided by operating activities totaled $135 million
• Adjusted free cash flow* totaled $136 million
• Reaffirming 2026 full-year mid-point outlook

Third Quarter 2026 Business Highlights

• Continued growth in industrial above previous expectations
• Secured multiple turbo wins, including several light vehicle programs for both China domestic and export
• Secured several on- and off-highway commercial vehicle applications across all regions
• Secured a production award for industrial E-Cooling compressor in Asia
• E-Powertrain and E-Cooling compressor on track for start of production in 2027
  

PLYMOUTH, Mich. and ROLLE, Switzerland, Oct. 29, 2026 (GLOBE NEWSWIRE) — Garrett Motion Inc. (Nasdaq: GTX) (“Garrett” or the “Company”), a leading automotive and industrial technology provider, today announced its financial results for the three months ended September 30, 2026. Additionally, the Company’s Board of Directors approved a new share repurchase program for calendar year 2027, authorizing the Company to repurchase up to $250 million of common stock, and declared a cash dividend of $0.08 per share of common stock, payable on December 15, 2026, to shareholders of record as of December 1, 2026. The Company also executed a $50 million voluntary early debt repayment on its Term Loan in October.

“Our third quarter results reflect the strength of Garrett’s differentiated portfolio, disciplined execution and ability to grow ahead of the industry. We continued to secure new business in turbo, support growing demand for industrial applications and advance our zero emission technologies, while delivering strong profitability and cash flow. With this continued momentum we reaffirm our 2026 mid-point outlook, offsetting unfavorable foreign exchange, and remain focused on delivering long-term value for our shareholders,” said Olivier Rabiller, President and CEO of Garrett.

$ millions (unless otherwise noted)		Q3 2026		Q3 2025		YTD 2026		YTD 2025
Net sales		930		902		2,891		2,693
Cost of goods sold		724		716		2,277		2,147
Gross profit		206		186		614		546
Gross profit %		22.2%		20.6%		21.2%		20.3%
Selling, general and administrative expenses		58		57		179		175
Income before taxes		119		102		363		289
Net income		97		77		293		226
Net income margin		10.4%		8.5%		10.1%		8.4%
Adjusted EBIT*		152		133		455		388
Adjusted EBIT margin*		16.3%		14.7%		15.7%		14.4%
Adjusted EBITDA*		183		164		549		477
Adjusted EBITDA margin*		19.7%		18.2%		19.0%		17.7%
Net cash provided by operating activities		135		100		378		314
Adjusted free cash flow*		136		107		307		264

^{* See reconciliations to the nearest GAAP measures below.}

Results of Operations

Net sales for the third quarter of 2026 were $930 million, representing an increase of 3% (including an unfavorable impact of $3 million or 0.3% due to foreign currency translation) compared with $902 million in the third quarter of 2025. Gasoline decrease was primarily driven by demand softness in China, partially offset by program ramp-ups in Europe, Japan, Korea and India. Diesel increase was primarily driven by strong demand for light commercial vehicles and pickup trucks in Europe, North and South America and India. Commercial vehicle and industrial increases were primarily driven by strong demand in North America and China for industrial and off-highway applications combined with higher on-highway demand in Japan, Korea and India. Aftermarket increase was primarily driven by higher demand for replacement parts in North America off-highway and industrial and stronger demand for passenger vehicles replacement parts in Europe.

Cost of goods sold for the third quarter of 2026 increased to $724 million from $716 million in the third quarter of 2025, primarily driven by $39 million related to product mix, $18 million of commodity, transportation and energy inflation, $6 million of higher RD&E costs and $5 million of foreign currency impact. This increase was partially offset by $24 million of higher productivity net of labor inflation and repositioning costs, $19 million of lower import tariffs and $17 million from lower sales volumes.

Gross profit totaled $206 million for the third quarter of 2026 as compared to $186 million in the third quarter of 2025, with a gross profit percentage for the third quarter of 2026 of 22.2% as compared to 20.6% in the third quarter of 2025. This increase in gross profit was driven by $21 million of favorable product mix, $20 million of higher productivity net of labor inflation and repositioning costs, $18 million of price net of inflation pass-through and $1 million of import tariffs. These increases were partially offset by $18 million of commodity, transportation and energy inflation, $8 million from lower sales volumes, $8 million of foreign currency impact and $6 million of higher RD&E costs.

Selling, general and administrative (“SG&A”) expenses for the third quarter of 2026 increased to $58 million from $57 million in the third quarter of 2025. This increase was driven by $3 million of higher personnel costs, partially offset by $2 million of lower professional services and patent costs.

Other expense in the third quarter of 2026 was consistent with the third quarter of 2025.

Interest expense in the third quarter of 2026 was $27 million as compared to $29 million in the third quarter of 2025. This decrease was primarily due to lower interest expense due to a different notional amount of debt outstanding during the period.

Non-operating expense (income) for the third quarter of 2026 was expense of $1 million as compared to income of $3 million in the third quarter of 2025, with the change in non-operating expense driven by the finalization of a tax indemnification obligation.

Tax expense for the third quarter of 2026 was $22 million as compared to $25 million in the third quarter of 2025, primarily because of a decrease in U.S. taxes on international operations during 2026, the global mix of earnings from year-to-year, a one-time benefit related to the revaluation of deferred tax assets in China during 2025, and deductions related to employee share-based compensation during 2026.

Net income for the third quarter of 2026 was $97 million as compared to $77 million in the third quarter of 2025 primarily driven by $20 million of increased gross profit, $3 million of lower tax expense, and $2 million of lower interest expense, partially offset by $4 million of higher non-operating expense (income) and $1 million of higher SG&A expense.

Net cash provided by operating activities totaled $135 million in the third quarter of 2026 as compared to $100 million in the third quarter of 2025, representing an increase of $35 million. The increase was primarily driven by $28 million of higher net income net of non-cash charges and $15 million of favorable impacts from changes in other assets and liabilities, partially offset by $8 million from unfavorable working capital changes.

Non-GAAP Financial Measures

Adjusted EBIT increased to $152 million in the third quarter of 2026 as compared to $133 million in the third quarter of 2025. The increase of $19 million was driven by $21 million of favorable product mix impact, $19 million pricing net of inflation pass-through and $18 million higher productivity, SG&A net. This increase was partially offset by $18 million commodity, transportation and energy inflation, $8 million of lower sales volume, $7 million of unfavorable foreign currency impact and $6 million higher RD&E costs.

Adjusted free cash flow was $136 million in the third quarter of 2026 as compared to $107 million in the third quarter of 2025. The increase was primarily driven by $19 million higher Adjusted EBIT, $8 million lower cash taxes, $5 million lower cash interest and $3 million favorable impact from working capital (net of factoring), partially offset by $5 million higher capital expenditures.

Liquidity and Capital Resources

As of September 30, 2026, Garrett had $841 million in available liquidity, including $211 million in unrestricted cash and cash equivalents and $630 million of undrawn commitments under its revolving credit facility. As of December 31, 2025, Garrett had $807 million in available liquidity, including $177 million in unrestricted cash and cash equivalents and $630 million of undrawn commitments under its revolving credit facility.

As of September 30, 2026, total principal amount of debt outstanding was $1,384 million, compared to $1,439 million as of December 31, 2025.

During the third quarter of 2026, we repurchased $57 million of our common stock under our authorized share repurchase program and we had remaining repurchase capacity of $78 million as of September 30, 2026.

Full Year 2026 Outlook

Garrett is providing the following outlook for the full year 2026 for certain GAAP and non-GAAP financial measures.

	Full Year 2026 Outlook	Prior Outlook
Net sales (GAAP)	$3.75 billion to $3.85 billion	$3.7 billion to $3.9 billion
Net sales growth at constant currency (Non-GAAP)*	+2% to +6%	+1% to +7%
Net income (GAAP)	$337 million to $352 million	$330 million to $360 million
Adjusted EBIT (Non-GAAP)*	$570 million to $590 million	$560 million to $600 million
Net cash provided by operating activities (GAAP)	$460 million to $500 million	$435 million to $525 million
Adjusted free cash flow (Non-GAAP)*	$410 million to $450 million	$385 million to $475 million

^{* See reconciliations to the nearest GAAP measures below.}

Garrett’s full year 2026 outlook, as of October 29, 2026, includes the following expectations:

• 2026 light vehicle industry production down 2% to 4% from 2025;
• 2026 commercial vehicle industry, including both on- and off-highway, up 1% to 2% from 2025;
• 2026 average light vehicle battery electric vehicle penetration of ~19%;
• 2026 Euro/USD exchange rate of 1.15 USD, USD/CNY of 6.8;
• RD&E investment at ~4.2% of sales;
• Capital expenditures at ~2.4% of sales

Conference Call

Garrett will hold a conference call at 8:30 am EDT / 1:30 pm CET on Thursday, October 29, 2026, to discuss its results. To participate on the conference call, please dial +1-877-883-0383 (US) or +1-412-902-6506 (international) and use the passcode 8665679.

The conference call will also be broadcast over the internet and include a slide presentation. To access the webcast and supporting material, please visit the investor relations section of the Garrett Motion website at http://investors.garrettmotion.com. A replay of the conference call will be available by dialing +1-855-669-9658 (US) or +1-412-317-0088 (international) using the access code 1056488. The webcast will also be archived on Garrett’s website.

2027 Share Repurchase Program

The new share repurchase program will commence on January 1, 2027, following the scheduled expiration of Garrett’s current share repurchase program on December 31, 2026.

The new share repurchase plan authorizes management to repurchase shares at such time and prices as it determines are beneficial to the Company and its shareholders. Any repurchases of shares will be made through open market purchases, block trades, or in privately negotiated transactions in accordance with applicable rules and regulations. Under the share repurchase plan, there is no minimum number of shares that the Company is required to repurchase, and the Company may suspend or terminate the repurchase plan at any time.

Forward-Looking Statements

This communication and related comments by management may include “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact and can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and similar expressions. Forward-looking statements represent our current judgment about possible future activities, events, or developments that we intend, expect, project, believe, or anticipate will or may occur in the future. In making these statements, we rely upon assumptions and analysis based on our experience and perception of historical trends, current conditions, and expected future developments, as well as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any future performance, events, or results, and actual performance, events, or results may differ materially from those envisaged by our forward-looking statements due to a variety of important factors, many of which are described in our most recent Annual Report on Form 10-K and our other filings with the U.S. Securities and Exchange Commission, including risks related to the automotive industry, the competitive landscape and our ability to compete, and macroeconomic and geopolitical conditions, among others. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors that affect the subject of these statements, except where we are expressly required to do so by law.

Non-GAAP Financial Measures

This communication includes the following non-GAAP financial measures, which are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”): Constant currency sales growth, Adjusted EBIT, Adjusted EBITDA, Adjusted EBIT margin, Adjusted EBITDA margin and Adjusted free cash flow. We believe these measures are useful to investors and management in understanding our ongoing operations and analysis of ongoing operating trends and are important indicators of operating performance because they exclude the effects of certain non-operating items, therefore making them more closely reflect our operational performance. Our calculation of these non-GAAP measures, including a reconciliation of such measures to the most closely related GAAP measure, are set forth below. These non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related GAAP measures. For additional information regarding our non-GAAP financial measures, see our most recent Annual Report on Form 10-K and our other filings with the U.S. Securities and Exchange Commission.​

About Garrett Motion Inc.

A differentiated technology leader, Garrett Motion has a 70-year history of innovation in the automotive sector (cars, trucks) and beyond (off-highway equipment, marine, power generators). Its well-recognized expertise in turbocharging has enabled significant reductions in engine size, fuel consumption, and CO2 emissions. Garrett is committed to advancing turbo applications while leveraging its unique technology solutions, such as fuel cell compressors for hydrogen fuel cell vehicles, as well as electric propulsion and thermal management systems for automotive and industrial applications. Garrett has six R&D centers, 13 manufacturing facilities and a team of more than 8,700 employees in more than 20 countries. For more information, please visit www.garrettmotion.com.

Contacts:

INVESTOR RELATIONS

Cyril Grandjean

+1.734.392.5504

investorrelations@garrettmotion.com

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS 

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
			2026				2025				2026				2025
		(Dollars in millions, except per share amounts)
Net sales		$	930			$	902			$	2,891			$	2,693
Cost of goods sold			724				716				2,277				2,147
Gross profit			206				186				614				546
Selling, general and administrative expenses			58				57				179				175
Other expense, net			1				1				3				9
Interest expense			27				29				78				83
Non-operating expense (income)			1				(3	)			(9	)			(10	)
Income before taxes			119				102				363				289
Tax expense			22				25				70				63
Net income		$	97			$	77			$	293			$	226
Earnings per common share
Basic		$	0.52			$	0.39			$	1.56			$	1.12
Diluted			0.51				0.38				1.53				1.10
Weighted average common shares outstanding
Basic			185,269,660				198,668,143				187,242,180				202,127,953
Diluted			189,054,351				202,194,334				191,281,264				205,130,616

CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME

		Three Months Ended September 30,								Nine Months Ended September 30,
			2026				2025				2026				2025
		(Dollars in millions)
Net income		$	97			$	77			$	293			$	226
Foreign exchange translation adjustment			8				3				46				(85	)
Changes in fair value of effective cash flow hedges, net of tax			11				5				24				24
Changes in fair value of net investment hedges, net of tax			8				5				41				(158	)
Total other comprehensive income (loss), net of tax			27				13				111				(219	)
Comprehensive income		$	124			$	90			$	404			$	7

CONSOLIDATED INTERIM BALANCE SHEETS 

		September 30, 2026				December 31, 2025
		(Dollars in millions)
ASSETS
Current assets:
Cash and cash equivalents		$	211			$	177
Restricted cash			2				2
Accounts, notes and other receivables – net			801				703
Inventories – net			386				339
Other current assets			128				98
Total current assets			1,528				1,319
Investments and long-term receivables			8				11
Property, plant and equipment – net			422				462
Goodwill			193				193
Deferred income taxes			200				210
Other assets			181				172
Total assets		$	2,532			$	2,367
LIABILITIES
Current liabilities:
Accounts payable		$	1,107			$	1,061
Current maturities of long-term debt			7				7
Accrued liabilities			356				295
Total current liabilities			1,470				1,363
Long-term debt			1,359				1,411
Deferred income taxes			37				32
Other liabilities			284				363
Total liabilities		$	3,150			$	3,169
COMMITMENTS AND CONTINGENCIES
EQUITY (DEFICIT)
Common Stock, par value $0.001; 1,000,000,000 and 1,000,000,000 shares authorized, 245,583,176 and 242,549,685 issued and 185,360,730 and 190,556,297 outstanding as of September 30, 2026 and December 31, 2025, respectively			—				—
Additional paid–in capital			1,261				1,240
Retained deficit			(1,138	)			(1,384	)
Accumulated other comprehensive (loss) income			(27	)			(138	)
Treasury Stock, at cost; 60,222,446 and 51,993,388 shares as of September 30, 2026 and December 31, 2025, respectively			(714	)			(520	)
Total deficit			(618	)			(802	)
Total liabilities and deficit		$	2,532			$	2,367

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

		Nine Months Ended September 30,
			2026				2025
		(Dollars in millions)
Cash flows from operating activities:
Net income		$	293			$	226
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation			73				70
Stock compensation expense			21				19
Other			5				17
Changes in assets and liabilities:
Accounts, notes and other receivables			(103	)			4
Inventories			(60	)			(17	)
Other assets			18				(14	)
Accounts payable			74				(2	)
Accrued liabilities			64				(10	)
Other liabilities			(7	)			21
Net cash provided by operating activities		$	378			$	314
Cash flows from investing activities:
Expenditures for property, plant and equipment			(61	)			(51	)
Proceeds from cross-currency swap contracts			11				21
Proceeds from sale of equity investment			4				3
Net cash used for investing activities		$	(46	)		$	(27	)
Cash flows from financing activities:
Repurchases of Common Stock			(172	)			(136	)
Payments of long-term debt			(111	)			(87	)
Proceeds from issuance of long-term debt, net of deferred financing costs			56				80
Dividend payments			(46	)			(36	)
Withholdings on shares issued under stock plan			(21	)			(4	)
Other			(2	)			(4	)
Net cash used for financing activities		$	(296	)		$	(187	)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash			(2	)			6
Net (decrease) increase in cash, cash equivalents and restricted cash			34				106
Cash, cash equivalents and restricted cash at beginning of the period			179				126
Cash, cash equivalents and restricted cash at end of the period		$	213			$	232
Supplemental cash flow disclosure:
Income taxes paid (net of refunds)			39				50
Interest paid			56				57
Supplemental disclosure of non-cash investing activities:
Change in accrued capital expenditures			(21	)			(14	)

Reconciliation of Net Income to Adjusted EBIT⁽¹⁾ and Adjusted EBITDA⁽¹⁾

		Three Months Ended September 30,								Nine Months Ended September 30,
			2026				2025				2026				2025
		(Dollars in millions)
Net income		$	97			$	77			$	293			$	226
Interest expense, net of interest income (2)			26				28				77				80
Tax expense			22				25				70				63
EBIT			145				130				440				369
Repositioning costs			4				3				17				8
Factoring and notes receivables discount fees			1				—				3				2
Other non-operating expense (income) (3)			2				(1	)			(6	)			(4	)
Debt refinancing and redemption costs (4)			—				1				1				7
Acquisition and divestiture expenses			—				—				—				6
Adjusted EBIT			152				133				455				388
Depreciation			24				25				73				70
Stock compensation expense (5)			7				6				21				19
Adjusted EBITDA		$	183			$	164			$	549			$	477
Net sales		$	930			$	902			$	2,891			$	2,693
Net income margin			10.4	%			8.5	%			10.1	%			8.4	%
Adjusted EBIT margin (6)			16.3	%			14.7	%			15.7	%			14.4	%
Adjusted EBITDA margin (7)			19.7	%			18.2	%			19.0	%			17.7	%

(1)	We evaluate performance on the basis of Adjusted EBIT and Adjusted EBITDA. We define “EBIT” as our net income calculated in accordance with U.S. GAAP, plus the sum of (i) interest expense net of interest income and (ii) tax expense. We define Adjusted EBIT as EBIT, plus the sum of (i) repositioning costs, (ii) foreign exchange (gain) loss on debt net of related hedging gain/loss, (iii) discounting costs on factoring, (iv) gain on sale of equity investment, (v) acquisition and divestiture expenses, (vi) other non-operating income, and (vii) debt refinancing and redemption costs, if any. We define Adjusted EBITDA as EBIT, plus the sum of (i) repositioning costs, (ii) foreign exchange (gain) loss on debt net of related hedging gain/loss, (iii) discounting costs on factoring, (iv) gain on sale of equity investment, (v) acquisition and divestiture expenses, (vi) other non-operating income, and (vii) debt refinancing and redemption costs, if any, plus (viii) depreciation and (ix) stock compensation expense. We believe that Adjusted EBIT and Adjusted EBITDA are important indicators of operating performance and provide useful information for investors because:
	•	Adjusted EBIT and Adjusted EBITDA exclude the effects of income taxes, as well as the effects of financing activities by eliminating the effects of interest;
	•	certain adjustment items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects the comparability of our results; and
	•	Adjusted EBITDA also excludes the effects of investing activities by eliminating the effects of depreciation.
	In addition, our management may use Adjusted EBIT and Adjusted EBITDA in setting performance incentive targets to align performance measurement with operational performance.
(2)	Reflects interest income of $1 million for each of the three months ended September 30, 2026 and 2025, and $1 million and $3 million for the nine months ended September 30, 2026 and 2025, respectively.
(3)	Reflects the non-service component of net periodic pension income and, for the three and nine months ended September 30, 2026, includes $4 million payable to the Company’s former parent pursuant to an indemnity agreement established in connection with the Company’s spin-off. For the nine months ended September 30, 2026, the amount also includes a $5 million gain related to the resolution of certain environmental liabilities not directly related to the Company’s operations.
(4)	Reflects third-party costs directly attributable to the refinancing of our credit facilities and any amendments thereto.
(5)	Stock compensation expense includes only non-cash expenses.
(6)	Adjusted EBIT margin represents Adjusted EBIT as a percentage of net sales.
(7)	Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of net sales.

Reconciliation of Constant Currency Sales % Change⁽¹⁾

		Three Months Ended September 30,						Nine Months Ended September 30,
		2026			2025			2026			2025
Garrett
Reported sales % change		3	%		9	%		7	%		2	%
Less: Foreign currency translation		0	%		3	%		2	%		1	%
Constant currency sales % change		3	%		6	%		5	%		1	%
Gasoline
Reported sales % change		(5	)%		13	%		3	%		7	%
Less: Foreign currency translation		0	%		3	%		3	%		0	%
Constant currency sales % change		(5	)%		10	%		0	%		7	%
Diesel
Reported sales % change		5	%		12	%		8	%		(2	)%
Less: Foreign currency translation		(1	)%		5	%		3	%		2	%
Constant currency sales % change		6	%		7	%		5	%		(4	)%
Commercial Vehicle / Industrial
Reported sales % change		23	%		6	%		17	%		3	%
Less: Foreign currency translation		0	%		2	%		1	%		1	%
Constant currency sales % change		23	%		4	%		16	%		2	%
Aftermarket
Reported sales % change		5	%		(1	)%		9	%		(7	)%
Less: Foreign currency translation		(1	)%		3	%		2	%		1	%
Constant currency sales % change		6	%		(4	)%		7	%		(8	)%
Other Sales
Reported sales % change		(38	)%		14	%		(11	)%		18	%
Less: Foreign currency translation		(1	)%		4	%		2	%		2	%
Constant currency sales % change		(37	)%		10	%		(13	)%		16	%

(1)

We define constant currency sales growth as the year-over-year change in reported sales relative to the comparable period, excluding the impact on sales from foreign currency translation. We believe this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.

Reconciliation of Cash Flow from Operations to Adjusted Free Cash Flow⁽¹⁾

		Three Months Ended September 30,								Nine Months Ended September 30,
			2026				2025				2026				2025
		(Dollars in millions)
Net cash provided by operating activities		$	135			$	100			$	378			$	314
Expenditures for property, plant and equipment			(15	)			(10	)			(61	)			(51	)
Net cash provided by operating activities less expenditures for property, plant and equipment			120				90				317				263
Acquisition and divestiture expenses			—				1				—				6
Cash payments for repositioning			3				4				15				10
Proceeds from cross-currency swap contracts			3				6				11				21
Cash payments for debt refinancing costs			—				1				1				7
Factoring and P-notes			10				5				(37	)			(43	)
Adjusted free cash flow (1)		$	136			$	107			$	307			$	264

(1)

Adjusted free cash flow reflects an additional way of viewing liquidity that we believe is useful to investors and management in analyzing the Company’s ability to service and repay its debt. The Company defines adjusted free cash flow as cash flow provided from operating activities less capital expenditures and additionally adjusted for other discretionary items including cash flow impacts for capital structure transformation expenses, acquisition and divestiture expenses, debt refinancing costs, and factoring and guaranteed bank notes activity.

Full Year 2026 Outlook Reconciliation of Reported Net Sales to Net Sales Growth at Constant Currency 

		2026 Full Year
		Low End			High End
Reported net sales (% change)		5	%		7	%
Foreign currency translation		3	%		1	%
Full year 2026 Outlook Net sales growth at constant currency		2	%		6	%

Full Year 2026 Outlook Reconciliation of Net Income to Adjusted EBIT and Adjusted EBITDA

		2026 Full Year
		Low End				High End
		(Dollars in millions)
Net income		$	337			$	352
Interest expense, net of interest income *			100				100
Tax expense			110				115
Other non-operating income			(6	)			(6	)
Factoring and notes receivables discount fees			3				3
Debt refinancing and redemption costs			1				1
Repositioning costs			25				25
Full Year 2026 Outlook Adjusted EBIT		$	570			$	590
Depreciation			98				98
Stock compensation expense			28				28
Full Year 2026 Outlook Adjusted EBITDA		$	696			$	716
* Excludes the effects of marked-to-market fluctuations from our interest rate swap contracts

Full Year 2026 Outlook Reconciliation of Net Cash Provided by Operating Activities to Adjusted Free Cash Flow

		2026 Full Year
		Low End				High End
		(Dollars in millions)
Net cash provided by operating activities		$	460			$	500
Expenditures for property, plant and equipment			(90	)			(90	)
Net cash provided by operating activities less expenditures for property, plant and equipment			370				410
Cash payments for repositioning			25				25
Proceeds from cross-currency swap contracts			14				14
Cash payments for debt refinancing costs			1				1
Full Year 2026 Outlook Adjusted free cash flow		$	410			$	450

• Quarterly revenue of $476 million – Reflects strong shipments in core Dry Van market. Parts & Services generated positive revenue growth year-over-year.
• GAAP operating loss of $20 million or Non-GAAP adjusted operating loss of $27 million; Non-GAAP adjusted operating loss excludes impact of $7.5 million related to the gain on sale of a manufacturing facility and $0.5 million of facility idling costs.
• Quarterly GAAP EPS of $(0.51) or Non-GAAP adjusted EPS of $(0.63).
• Total backlog of $1,198 million as of September 30, 2026. An increase of 25% versus Q2-26 and outperforming traditional seasonal trends.
• Q4-2026 revenue outlook midpoint of $435 million, EPS outlook $(0.65). Market conditions and financials expected to improve sequentially thereafter.

LAFAYETTE, Ind., Oct. 29, 2026 (GLOBE NEWSWIRE) — Wabash (NYSE: WNC), a leader in end-to-end supply chain solutions for the transportation, logistics and infrastructure markets, today reported results for the quarter ended September 30, 2026.

The Company’s net sales for the third quarter of 2026 were $476.4 million, reflecting a 24.8% increase compared to the same quarter of the previous year. The Company generated consolidated gross margin of $15 million, equivalent to 3.1% of sales. GAAP operating loss amounted to $20 million as the company recognized a $7.5 million gain on the sale of a manufacturing facility and recorded $0.5 million of facility idling costs. Excluding the impact of the gain on sale and facility idling costs, Non-GAAP adjusted operating loss was $27 million for the quarter. Third quarter GAAP diluted earnings per share was $(0.51) or $(0.63) on a Non-GAAP adjusted basis.

As of September 30, 2026, total Company backlog stood at approximately $1,198 million, an increase of $242 million over the prior quarter.

For the fourth quarter of 2026, the Company guides its revenue to be in the range of $420 million to $450 million and Non-GAAP adjusted EPS to a range of $(0.75) to $(0.55).

“Our third quarter results represent another step forward in what continues to be a transition year for Wabash” explained Brent Yeagy, President and Chief Executive Officer. “Beneath the results we have explicit and material evidence in demonstrated customer demand. That gives confidence that the conditions required for a broader recovery are solidly in place. As a direct result of customer order activity at scale, we aggressively pulled forward capacity addition actions into Q3, actions previously slated for Q1 and Q2 of 2027, to increase dry van output in direct response”.

Business Segment Highlights

The table below is a summary of select segment operating and financial results prior to the elimination of intersegment sales for the third quarter of 2026 and 2025. A complete disclosure of the results by individual segment is included in the tables following this release.

		Wabash National Corporation
Three Months Ended September 30,			2026				2025
New Units Shipped
Trailers(1)			9,563				6,675
Truck bodies			1,685				3,067
(1) Trailer shipments do not include converter dollies for any period presented.
		Transportation Solutions								Parts & Services
Three Months Ended September 30,			2026				2025				2026				2025
		(Unaudited, dollars in thousands)
Net sales		$	407,860			$	334,474			$	69,356			$	60,964
Gross profit		$	4,008			$	5,077			$	10,867			$	10,631
Gross profit margin			1.0	%			1.5	%			15.7	%			17.4	%
(Loss) income from operations		$	(7,541	)		$	(13,116	)		$	5,756			$	6,621
(Loss) income from operations margin			(1.8	)%			(3.9	)%			8.3	%			10.9	%

During the third quarter, Transportation Solutions generated net sales of $407.9 million, an increase of 21.9% compared to the same quarter of the previous year. Operating loss for the quarter amounted to $7.5 million, representing 1.8% of sales.

Parts & Services’ net sales for the third quarter were $69.4 million, an increase of 13.8% compared to the prior year quarter. Operating income for the quarter amounted to $5.8 million, or 8.3% of sales.

Non-GAAP Measures

In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the financial information included in this release contains non-GAAP financial measures including adjusted operating (loss) income, adjusted EBITDA, adjusted net loss attributable to common stockholders, adjusted diluted loss per share, free cash flow, adjusted segment EBITDA, and adjusted segment EBITDA margin. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net (loss) income, and reconciliations to GAAP financial statements should be carefully evaluated.

Adjusted operating loss, a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company’s operating results as they are not indicative of the Company’s core operating results or may obscure trends useful in evaluating the Company’s continuing activities. Accordingly, the Company presents adjusted operating loss excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating loss to provide investors with a better understanding of the Company’s view of our results as compared to prior periods. A reconciliation of adjusted operating loss to operating (loss) income, the most comparable GAAP financial measure, is included in the tables following this release.

Adjusted EBITDA includes noncontrolling interest & excludes (income) loss from unconsolidated entity and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, impairment and other, net, facility idling costs, gain on sale of facility, purchase accounting gain, Missouri legal matter and other non-operating income and expense. Management believes providing adjusted EBITDA is useful for investors to understand the Company’s performance and results of operations period to period with the exclusion of the items identified above. Management believes the presentation of adjusted EBITDA, when combined with the GAAP presentations of operating (loss) income and net (loss) income, is beneficial to an investor’s understanding of the Company’s operating performance. A reconciliation of adjusted EBITDA to net (loss) income, the most comparable GAAP financial measure, is included in the tables following this release.

Adjusted net loss attributable to common stockholders and adjusted diluted loss per share reflect an adjustment for the facility idling cost, gain on sale of facility, purchase accounting gain, Missouri legal matter and the related tax effects of those adjustments. Management believes providing adjusted measures and excluding certain items facilitates comparisons to the Company’s prior year periods and, when combined with the GAAP presentation of net (loss) income and diluted net (loss) income per share, is beneficial to an investor’s understanding of the Company’s performance. A reconciliation of adjusted net loss attributable to common stockholders and adjusted diluted loss per share to net (loss) income attributable to common stockholders and diluted (loss) income per share, the most comparable GAAP financial measures, are included in the tables following this release.

Free cash flow is defined as net cash (used in) provided by operating activities minus cash payments for capital expenditures minus expenditures for revenue generating assets. Management believes providing free cash flow is useful for investors to understand the Company’s performance and results of cash generation period to period with the exclusion of the item identified above. Management believes the presentation of free cash flow, when combined with the GAAP presentations of cash (used by) provided by operating activities, is beneficial to an investor’s understanding of the Company’s operating performance. A reconciliation of free cash flow to cash (used in) provided by operating activities, the most comparable GAAP financial measure, is included in the tables following this release.

Adjusted segment EBITDA, a non-GAAP financial measure, includes noncontrolling interest & excludes income (loss) from unconsolidated entity and is calculated by adding back segment depreciation and amortization expense to segment operating (loss) income, and excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating (loss) income under GAAP, but that management would not consider important in evaluating the quality of the Company’s segment operating results as they are not indicative of each segment’s core operating results or may obscure trends useful in evaluating the segment’s continuing activities. Adjusted segment EBITDA Margin is calculated by dividing Adjusted segment EBITDA by segment total net sales. A reconciliation of adjusted segment EBITDA to (loss) income from operations, the most comparable GAAP financial measure, is included in the tables following this release.

Information reconciling any forward-looking adjusted operating (loss) income, adjusted EBITDA, adjusted net loss attributable to common stockholders, adjusted diluted loss per share, free cash flow, adjusted segment EBITDA and adjusted segment EBITDA margin to GAAP financial measures is unavailable to us without unreasonable effort. We cannot provide reconciliations of the above noted forward looking non-GAAP measures to GAAP financial measures because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income and statement of cash flows, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to us without unreasonable effort.

Third Quarter 2026 Conference Call

Wabash will discuss its results during its quarterly investor conference call on Thursday, October 29, 2026, beginning at 12:00 p.m. EDT. The call and an accompanying slide presentation will be accessible on the “Investors” section of Wabash’s website, www.onewabash.com, under “Events & Presentations.” The conference call will be accessible at the following link: https://events.q4inc.com/attendee/756116794. A replay of the call will be available shortly after the conclusion of the presentation.

About

Wabash (NYSE: WNC) is the visionary leader of connected solutions for the transportation, logistics and distribution industries that is Changing How the World Reaches You^®. Headquartered in Lafayette, Indiana, the company enables customers to thrive by providing insight into tomorrow and delivering pragmatic solutions today to move everything from first to final mile. Wabash designs, manufactures, and services a diverse range of products, including: dry freight and refrigerated trailers, flatbed trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade processing equipment. Learn more at www.onewabash.com.

Safe Harbor Statement

This press release contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company’s current expectations or forecasts of future events. All statements contained in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements include, among other things, all statements regarding the Company’s outlook for trailer and truck body shipments, backlog, expectations regarding demand levels for trailers, truck bodies, non-trailer equipment and our other diversified product offerings, pricing, profitability and earnings, cash flow and liquidity, opportunity to capture higher margin sales, new product innovations, our growth and diversification strategies, our expectations for improved financial performance during the course of the year and our expectations with regards to capital allocation. These and the Company’s other forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Without limitation, these risks and uncertainties include the risks related to highly cyclical nature of our business, uncertain economic conditions including the possibility that customer demand may not meet our expectations, our backlog may not reflect future sales of our products, increased competition, reliance on certain customers and corporate partnerships, risks of customer pick-up delays, shortages and costs of raw materials including the impact of tariffs or other international trade developments, risks in implementing and sustaining improvements in the Company’s manufacturing operations and cost containment, dependence on industry trends and timing, supplier constraints, labor costs and availability, customer acceptance of and reactions to pricing changes, costs of indebtedness, and our ability to execute on our long-term strategic plan. Readers should review and consider the various disclosures made by the Company in this press release and in the Company’s reports to its stockholders and periodic reports on Forms 10-K and 10-Q.

Media Contact:
Heidi Murphy
Heidi.murphy@padillaco.com

Investor Relations:
John Cummings
Sr. Director, FP&A & IR
(765) 262-2898
john.cummings@onewabash.com

WABASH NATIONAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited – dollars in thousands)
		September 30, 2026				December 31, 2025
Assets
Current assets:
Cash and cash equivalents		$	69,290			$	31,923
Accounts receivable, net			198,614				119,874
Inventories, net			195,329				181,153
Prepaid expenses and other			39,792				86,136
Total current assets			503,025				419,086
Property, plant, and equipment, net			267,440				300,477
Goodwill			213,337				191,222
Deferred income taxes			38,219				9,047
Intangible assets, net			55,540				63,561
Investment in unconsolidated entities			16,331				7,250
Other assets			140,506				180,538
Total assets		$	1,234,398			$	1,171,181
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt		$	—			$	—
Accounts payable			246,184				145,739
Other accrued liabilities			119,270				156,556
Total current liabilities			365,454				302,295
Long-term debt			540,257				442,852
Other non-current liabilities			55,808				57,492
Total liabilities			961,519				802,639
Commitments and contingencies
Noncontrolling interest			1,792				1,184
Wabash National Corporation stockholders’ equity:
Common stock 200,000,000 shares authorized, $0.01 par value, 40,738,694 and 40,436,437 shares outstanding, respectively			790				787
Additional paid-in capital			706,152				700,697
Retained earnings			204,809				303,615
Accumulated other comprehensive loss			(3,321	)			(398	)
Treasury stock at cost, 38,263,966 and 38,263,966 common shares, respectively			(637,343	)			(637,343	)
Total Wabash National Corporation stockholders’ equity			271,087				367,358
Total liabilities, noncontrolling interest, and equity		$	1,234,398			$	1,171,181

WABASH NATIONAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited – dollars in thousands, except per share amounts)
		Three Months Ended September 30,								Nine Months Ended September 30,
			2026				2025				2026				2025
Net sales		$	476,408			$	381,595			$	1,196,878			$	1,221,301
Cost of sales			461,533				365,887				1,177,249				1,145,190
Gross profit			14,875				15,708				19,629				76,111
General and administrative expenses			32,358				(50,520	)			96,821				(318,196	)
Selling expenses			6,857				5,590				20,911				18,308
Amortization of intangible assets			2,673				2,789				8,021				8,367
Impairment and other, net			(6,987	)			203				(8,444	)			186
(Loss) income from operations			(20,026	)			57,646				(97,680	)			367,446
Other income (expense):
Interest expense			(6,957	)			(5,373	)			(19,836	)			(15,707	)
Other, net			315				1,240				972				2,821
Other expense, net			(6,642	)			(4,133	)			(18,864	)			(12,886	)
Income (loss) from unconsolidated entity			71				(1,845	)			222				(5,890	)
(Loss) income before income tax expense			(26,597	)			51,668				(116,322	)			348,670
Income tax (benefit) expense			(6,244	)			11,629				(28,120	)			87,038
Net (loss) income			(20,353	)			40,039				(88,202	)			261,632
Net income attributable to noncontrolling interest			395				62				608				303
Net (loss) income attributable to common stockholders		$	(20,748	)		$	39,977			$	(88,810	)		$	261,329
Net (loss) income attributable to common stockholders per share:
Basic		$	(0.51	)		$	0.98			$	(2.17	)		$	6.25
Diluted		$	(0.51	)		$	0.97			$	(2.17	)		$	6.22
Weighted average common shares outstanding (in thousands):
Basic			40,991				40,928				40,883				41,795
Diluted			40,991				41,170				40,883				42,014
Dividends declared per share		$	0.08			$	0.08			$	0.24			$	0.24

WABASH NATIONAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited – dollars in thousands)
		Nine Months Ended September 30,
			2026				2025
Cash flows from operating activities
Net (loss) income		$	(88,202	)		$	261,632
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities
Depreciation			34,222				35,345
Amortization of intangibles			8,021				8,367
Net (gain) loss on sale of property, plant and equipment			(8,784	)			100
Deferred income taxes			(29,172	)			90,142
Stock-based compensation			7,542				8,895
Non-cash interest expense			1,088				749
Equity in (income) loss from unconsolidated entity			(222	)			5,890
Accounts receivable			(78,147	)			(3,234	)
Inventories			(14,575	)			39,320
Prepaid expenses and other			9,191				(54,185	)
Accounts payable and accrued liabilities			99,109				128,216
Other, net			(5,891	)			(452,137	)
Net cash (used in) provided by operating activities			(65,820	)			69,100
Cash flows from investing activities
Cash payments for capital expenditures			(8,946	)			(20,207	)
Expenditures for revenue generating assets			(242	)			(40,189	)
Proceeds from the sale of assets			39,723				138
Acquisition, net of cash acquired			(2,872	)			(1,666	)
Investment in unconsolidated affiliates and other			(6,174	)			(12,350	)
Net cash provided by (used in) investing activities			21,489				(74,274	)
Cash flows from financing activities
Proceeds from exercise of stock options			—				11
Dividends paid			(10,031	)			(10,539	)
Proceeds from issuance of Convertible Notes			150,000				—
Borrowings under revolving credit facilities			201,879				41,751
Payments under revolving credit facilities			(246,879	)			(16,751	)
Debt issuance costs paid			(11,202	)			(1	)
Stock repurchases			—				(33,106	)
Other			(2,069	)			—
Net cash provided by (used in) financing activities			81,698				(18,635	)
Cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents			37,367				(23,809	)
Cash and cash equivalents at beginning of period			31,923				115,484
Cash and cash equivalents at end of period		$	69,290			$	91,675
Supplemental disclosures of cash flow information:
Cash paid for interest		$	13,169			$	10,453
Net cash refunds received for income taxes		$	(9,715	)		$	(307	)
Period end balance of payables for property, plant, and equipment		$	1,242			$	2,916

WABASH NATIONAL CORPORATION SEGMENTS AND RELATED INFORMATION (Unaudited – dollars in thousands)
		Wabash National Corporation
Three Months Ended September 30,			2026				2025
Units Shipped
New trailers (1)			9,563				6,675
New truck bodies			1,685				3,067
Used trailers			39				20
(1) Trailer shipments do not include converter dollies for any period presented.
Three Months Ended September 30,		Transportation Solutions				Parts & Services			Corporate and Eliminations				Consolidated
2026
New trailers		$	363,426			$	—		$	(453	)		$	362,973
Used trailers			—				1,952			—				1,952
Components, parts and service			—				31,443			—				31,443
Equipment and other			44,434				35,961			(355	)			80,040
Total net external sales		$	407,860			$	69,356		$	(808	)		$	476,408
Gross profit		$	4,008			$	10,867		$	—			$	14,875
(Loss) income from operations		$	(7,541	)		$	5,756		$	(18,241	)		$	(20,026	)
Adjusted (loss) income from operations1		$	(14,382	)		$	5,632		$	(18,241	)		$	(26,991	)
2025
New trailers		$	259,038			$	—		$	(13,473	)		$	245,565
Used trailers			—				929			—				929
Components, parts and service			—				32,584			—				32,584
Equipment and other			75,436				27,451			(370	)			102,517
Total net external sales		$	334,474			$	60,964		$	(13,843	)		$	381,595
Gross profit		$	5,077			$	10,631		$	—			$	15,708
(Loss) Income from operations		$	(13,116	)		$	6,621		$	64,141			$	57,646
Adjusted (loss) income from operations1		$	(13,116	)		$	6,621		$	(17,066	)		$	(23,561	)

¹ Adjusted operating (loss) income, a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating (loss) income under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company’s operating results as they are not indicative of the Company’s core operating results or may obscure trends useful in evaluating the Company’s continuing activities. Accordingly, the Company presents adjusted operating (loss) income excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating (loss) income to provide investors with a better understanding of the Company’s view of our results as compared to prior periods.

WABASH NATIONAL CORPORATION SEGMENTS AND RELATED INFORMATION (Unaudited – dollars in thousands)
		Wabash National Corporation
Nine Months Ended September 30,			2026				2025
Units Shipped
New trailers (1)			23,233				20,495
New truck bodies			4,592				9,253
Used trailers			109				85
(1) Trailer shipments do not include converter dollies for any period presented.
Nine Months Ended September 30,		Transportation Solutions				Parts & Services			Corporate and Eliminations				Consolidated
2026
New trailers		$	886,389			$	—		$	(1,432	)		$	884,957
Used trailers			—				4,792			—				4,792
Components, parts and service			—				97,067			—				97,067
Equipment and other			126,301				84,953			(1,192	)			210,062
Total net external sales		$	1,012,690			$	186,812		$	(2,624	)		$	1,196,878
Gross (loss) profit		$	(5,522	)		$	25,151		$	—			$	19,629
(Loss) income from operations		$	(58,791	)		$	15,524		$	(54,413	)		$	(97,680	)
Adjusted (loss) income from operations1		$	(61,241	)		$	9,611		$	(54,413	)		$	(106,043	)
2025
New trailers		$	823,014			$	—		$	(31,914	)		$	791,100
Used trailers			—				3,549			—				3,549
Components, parts and service			—				96,841			—				96,841
Equipment and other			258,477				72,273			(939	)			329,811
Total net external sales		$	1,081,491			$	172,663		$	(32,853	)		$	1,221,301
Gross profit		$	42,091			$	34,020		$	—			$	76,111
(Loss) Income from operations		$	(10,396	)		$	22,591		$	355,251			$	367,446
Adjusted (loss) income from operations1		$	(10,396	)		$	22,591		$	(63,343	)		$	(51,148	)

¹ Adjusted operating (loss) income, a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating (loss) income under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company’s operating results as they are not indicative of the Company’s core operating results or may obscure trends useful in evaluating the Company’s continuing activities. Accordingly, the Company presents adjusted operating (loss) income excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating (loss) income to provide investors with a better understanding of the Company’s view of our results as compared to prior periods.

WABASH NATIONAL CORPORATION SEGMENT AND COMPANY FINANCIAL INFORMATION (Unaudited – dollars in thousands)
Adjusted Operating Loss1		Three Months Ended September 30,								Nine Months Ended September 30,
			2026				2025				2026				2025
Transportation Solutions
Loss from operations		$	(7,541	)		$	(13,116	)		$	(58,791	)		$	(10,396	)
Adjustments:
Facility idling and related costs			500				—				4,891				—
Gain on sale of facility			(7,341	)			—				(7,341	)			—
Adjusted operating loss			(14,382	)			(13,116	)			(61,241	)			(10,396	)
Parts & Services
Income from operations			5,756				6,621				15,524				22,591
Adjustments:
Facility idling and related costs			—				—				206				—
Gain on sale of facility			(124	)			—				(124	)			—
Purchase accounting gains			—				—				(5,995	)			—
Adjusted operating income			5,632				6,621				9,611				22,591
Corporate
(Loss) income from operations			(18,241	)			64,141				(54,413	)			355,251
Adjustments:
Missouri legal matter			—				(81,207	)			—				(418,594	)
Adjusted operating loss			(18,241	)			(17,066	)			(54,413	)			(63,343	)
Consolidated
(Loss) income from operations			(20,026	)			57,646				(97,680	)			367,446
Adjustments:
Facility idling and related costs			500				—				5,097				—
Gain on sale of facility			(7,465	)			—				(7,465	)			—
Purchase accounting gains			—				—				(5,995	)			—
Missouri legal matter			—				(81,207	)			—				(418,594	)
Adjusted operating loss		$	(26,991	)		$	(23,561	)		$	(106,043	)		$	(51,148	)

¹ Adjusted operating loss, a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating (loss) income under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company’s operating results as they are not indicative of the Company’s core operating results or may obscure trends useful in evaluating the Company’s continuing activities. Accordingly, the Company presents adjusted operating loss excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating loss to provide investors with a better understanding of the Company’s view of our results as compared to prior periods.

WABASH NATIONAL CORPORATION RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES (Unaudited – dollars in thousands, except per share amounts)
Adjusted EBITDA1:		Three Months Ended September 30,								Nine Months Ended September 30,
			2026				2025				2026				2025
Net (loss) income		$	(20,353	)		$	40,039			$	(88,202	)		$	261,632
Income tax (benefit) expense			(6,244	)			11,629				(28,120	)			87,038
Interest expense			6,957				5,373				19,836				15,707
Depreciation and amortization			13,604				14,610				41,223				43,712
Stock-based compensation			2,460				3,272				7,542				8,895
Impairment and other, net			478				203				(979	)			186
Other, net			(315	)			(1,240	)			(972	)			(2,821	)
(Income) loss from unconsolidated entity			(71	)			1,845				(222	)			5,890
Facility idling and related costs			500				—				5,097				—
Gain on sale of facility			(7,465	)			—				(7,465	)			—
Purchase accounting gains			—				—				(5,995	)			—
Missouri legal matter			—				(81,207	)			—				(418,594	)
Adjusted EBITDA		$	(10,449	)		$	(5,476	)		$	(58,257	)		$	1,645

Adjusted Net Loss Attributable to Common Stockholders2:		Three Months Ended September 30,								Nine Months Ended September 30,
			2026				2025				2026				2025
Net (loss) income attributable to common stockholders		$	(20,748	)		$	39,977			$	(88,810	)		$	261,329
Adjustments:
Facility idling and related costs			500				—				5,097				—
Gain on sale of facility			(7,465	)			—				(7,465	)			—
Purchase accounting gains			—				—				(5,995	)			—
Missouri legal matter			—				(81,207	)			—				(418,594	)
Tax effect of aforementioned items			1,741				20,015				2,090				105,105
Adjusted net loss attributable to common stockholders		$	(25,972	)		$	(21,215	)		$	(95,083	)		$	(52,160	)

Adjusted Diluted Loss Per Share2:		Three Months Ended September 30,								Nine Months Ended September 30,
			2026				2025				2026				2025
Diluted (loss) income per share		$	(0.51	)		$	0.97			$	(2.17	)		$	6.22
Adjustments:
Facility idling and related costs			0.01				—				0.12				—
Gain on sale of facility			(0.18	)			—				(0.18	)			—
Purchase accounting gains			—				—				(0.15	)			—
Missouri legal matter			—				(1.97	)			—				(9.96	)
Tax effect of aforementioned items			0.05				0.49				0.05				2.50
Adjusted diluted loss per share		$	(0.63	)		$	(0.51	)		$	(2.33	)		$	(1.24	)
Weighted average diluted shares outstanding (in thousands)			40,991				41,170				40,883				42,014

¹ Adjusted EBITDA includes noncontrolling interest & excludes (income) loss from unconsolidated entity and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, impairment and other, net, facility idling costs, gain on sale of facility, purchase accounting gains, Missouri legal matter and other non-operating income and expense. Management believes providing adjusted EBITDA is useful for investors to understand the Company’s performance and results of operations period to period with the exclusion of the items identified above. Management believes the presentation of adjusted EBITDA, when combined with the GAAP presentations of operating (loss) income and net (loss) income, is beneficial to an investor’s understanding of the Company’s operating performance.

² Adjusted net loss attributable to common stockholders and adjusted diluted loss per share reflect adjustments for facility idling costs, gain on sale of facility, purchase accounting gains, Missouri legal matter and the related tax effect of those adjustments.

WABASH NATIONAL CORPORATION RECONCILIATION OF FREE CASH FLOW1 (Unaudited – dollars in thousands)
		Three Months Ended September 30,								Nine Months Ended September 30,
			2026				2025				2026				2025
Net cash (used in) provided by operating activities		$	(37,303	)		$	85,206			$	(65,820	)		$	69,100
Cash payments for capital expenditures			(3,456	)			(5,282	)			(8,946	)			(20,207	)
Expenditures for revenue generating assets			(7	)			(19,304	)			(242	)			(40,189	)
Free Cash Flow1		$	(40,766	)		$	60,620			$	(75,008	)		$	8,704

¹ Free cash flow is defined as net cash (used in) provided by operating activities minus cash payments for capital expenditures minus expenditures for revenue generating assets. Management believes providing free cash flow is useful for investors to understand the Company’s performance and results of cash generation period to period with the exclusion of the item identified above. Management believes the presentation of free cash flow, when combined with the GAAP presentations of cash (used in) provided by operating activities, is beneficial to an investor’s understanding of the Company’s operating performance.

WABASH NATIONAL CORPORATION RECONCILIATION OF ADJUSTED SEGMENT EBITDA1 AND ADJUSTED SEGMENT EBITDA MARGIN1 (Unaudited – dollars in thousands)
		Transportation Solutions								Parts & Services
Three Months Ended September 30,			2026				2025				2026				2025
(Loss) income from operations		$	(7,541	)		$	(13,116	)		$	5,756			$	6,621
Depreciation and amortization			10,481				12,299				1,915				1,132
Impairment and other, net			—				219				78				(15	)
Facility idling and related costs			500				—				—				—
Gain on sale of facility			(7,341	)			—				(124	)			—
Adjusted segment EBITDA1		$	(3,901	)		$	(598	)		$	7,625			$	7,738
Adjusted segment EBITDA margin1			(1.0	)%			(0.2	)%			11.0	%			12.7	%
		Transportation Solutions								Parts & Services
Nine Months Ended September 30,			2026				2025				2026				2025
(Loss) income from operations		$	(58,791	)		$	(10,396	)		$	15,524			$	22,591
Depreciation and amortization			31,734				36,689				5,961				3,561
Impairment and other, net			(368	)			212				(912	)			(26	)
Facility idling and related costs			4,891				—				206				—
Gain on sale of facility			(7,341	)			—				(124	)			—
Purchase accounting gains			—				—				(5,995	)			—
Adjusted segment EBITDA1		$	(29,875	)		$	26,505			$	14,660			$	26,126
Adjusted segment EBITDA margin1			(3.0	)%			2.5	%			7.8	%			15.1	%

¹ Adjusted segment EBITDA, a non-GAAP financial measure, includes noncontrolling interest & excludes income (loss) from unconsolidated entity and is calculated by adding back segment depreciation and amortization expense to segment operating (loss) income, and excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating (loss) income under GAAP, but that management would not consider important in evaluating the quality of the Company’s segment operating results as they are not indicative of each segment’s core operating results or may obscure trends useful in evaluating the segment’s continuing activities. Adjusted segment EBITDA margin is calculated by dividing Adjusted segment EBITDA by segment total net sales.