UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): November 4, 2026
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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033-90866
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25-1615902
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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30 Isabella Street
Pittsburgh, Pennsylvania 15212
(Address and zip code of principal executive offices)
(412) 825-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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WAB
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
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On November 4, 2026, Westinghouse Air Brake Technologies Corporation (the “Company”) completed a public offering and sale of $500,000,000 aggregate
principal amount of the Company’s 5.900% Senior Notes due 2037 (the “Notes”). The offering and sale of the Notes was made pursuant to the Company’s existing shelf registration statement on Form S-3 (File No. 333-299570) filed with the Securities and
Exchange Commission (the “SEC”) on October 21, 2026 (the “Registration Statement”).
The Notes were issued pursuant to the Indenture, dated as of August 8, 2013 (the “Base Indenture”), by and between the Company and Computershare Trust
Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (the “Base Indenture Trustee”), as amended and supplemented by the second supplemental indenture, dated as of November 3, 2016 (the “Second
Supplemental Indenture”), among the Company, the subsidiary guarantors party thereto and the Base Indenture Trustee, and as further amended and supplemented by the fifteenth supplemental indenture, dated as of November 4, 2026 (the “Fifteenth
Supplemental Indenture” and, together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”), among the Company, the subsidiary guarantors party thereto, the Base Indenture Trustee, and U.S. Bank Trust Company, National
Association, as trustee for the Notes (the “Notes Trustee”).
The Notes will bear interest at 5.900% per year and will mature on February 25, 2037. Interest on the Notes is payable semi-annually on February 25
and August 25 of each year, commencing on February 25, 2027.
At any time prior to the Par Call Date (as defined below), the Company may redeem the Notes, in whole or in part, by paying a “make-whole” premium, as
described in the Indenture. In addition, the Company may redeem the Notes at any time on or after the Par Call Date, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid
interest to, but not including, the date of redemption. “Par Call Date” means November 25, 2036 (three months prior to the maturity date).
All payments with respect to the Notes will be fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of the
Company’s current and future subsidiaries that is a guarantor under (i) the Company’s Amended and Restated Credit Agreement, dated April 23, 2025, by and among the Company, Wabtec Transportation Netherlands B.V. and the other borrowing subsidiaries
party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent, (ii) the Company’s Credit Agreement, dated November 28, 2025, by and among the Company, the lenders party thereto and PNC Bank, National
Association, as administrative agent, or (iii) any other debt of the Company or any other guarantor.
If a change of control triggering event (as defined in the Indenture) occurs, the Company must make an offer to purchase the Notes at a price equal to
101% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase.
The Notes are subject to customary events of default, as set forth in the Indenture. The Notes are subject to covenants that limit the Company’s
ability, and the ability of the Company’s restricted subsidiaries, to (i) incur, suffer to exist or guarantee any debt secured by certain liens, and (ii) enter into sale and leaseback transactions, in each case, subject to exceptions and
qualifications, as set forth in the Indenture.
The Notes will be the Company’s senior unsecured obligations and will rank equally in right of payment with the Company’s other senior unsecured
indebtedness outstanding from time to time. The Notes will be effectively subordinated to the Company’s existing and future secured indebtedness to the extent of the assets securing that indebtedness and structurally subordinated to any existing and
future indebtedness and other liabilities, including trade payables, of the Company’s subsidiaries that do not guarantee the Notes. The guarantees of the Notes will be the senior unsecured obligations of each guarantor, ranking equally in right of
payment with all existing and future unsecured and unsubordinated indebtedness of such guarantor. The guarantees of the Notes will be effectively subordinated to existing and future secured indebtedness of such guarantor to the extent of the value of
any assets securing that indebtedness and structurally subordinated to the existing and future indebtedness and other liabilities, including trade payables, of subsidiaries of such guarantor that do not guarantee the Notes.
The foregoing is a summary of the material terms of the Indenture. Accordingly, the foregoing is qualified in its entirety by reference to the full
text of the Indenture. The Base Indenture was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 8, 2013 and is incorporated herein by reference. The Second Supplemental Indenture was filed as Exhibit 4.2 to the
Company’s Current Report on Form 8-K filed on November 3, 2016. The Fifteenth Supplemental Indenture is attached hereto as Exhibit 4.3 and is incorporated herein by reference.
The Company intends to use the net proceeds from the offering, together with borrowings under its revolving credit facilities, short-term facilities
and/or proceeds of issuances under its commercial paper program, to repay its outstanding 3.45% Senior Notes due 2026 at their maturity date on November 15, 2026.
In connection with the public offering and sale of the Notes, the Company is filing herewith as Exhibits 5.1 and 5.2, opinions of counsel relating to
the validity of the Notes.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 9.01. |
Financial Statements and Exhibits.
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The following exhibits are furnished with this report on Form 8-K:
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4.1
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Indenture, dated August 8, 2013, by and between Westinghouse Air Brake Technologies Corporation and Computershare Trust Company, National Association (as
successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Westinghouse Air Brake Technologies Corporation on August 8, 2013).
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4.2
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Second Supplemental Indenture, dated as of November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors party
thereto and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Westinghouse Air Brake
Technologies Corporation on November 3, 2016).
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4.3
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Fifteenth Supplemental Indenture, dated November 4, 2026, by and among the Company, the subsidiary guarantors party thereto, Computershare Trust Company,
National Association (as successor to Wells Fargo Bank, National Association) and U.S. Bank Trust Company, National Association, as trustee for the Notes.
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4.4
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Form of 5.900% Senior Note due 2037 (including the Notation of Guarantee) (included in Exhibit 4.3).
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5.1
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Opinion of Jones Day.
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5.2
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Opinion of Snell & Wilmer L.L.P.
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23.1
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Consent of Jones Day (included in Exhibit 5.1).
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23.2
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Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.2).
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104
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Cover Page Interactive Data File within the Inline XBRL document.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Dated: November 4, 2026
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WESTINGHOUSE AIR BRAKE
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TECHNOLOGIES CORPORATION
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By:
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/s/ John A. Olin
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Name: John A. Olin
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Title: Executive Vice President and Chief Financial Officer
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