Westinghouse Air Brake prices $500M notes at 5.9%
The proceeds, combined with borrowings or commercial-paper issuance, are intended to support repayment at the 2026 Notes' November 15, 2026 maturity.
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
Westinghouse Air Brake Technologies Corporation priced a public offering of $500 million aggregate principal amount of 5.900% Senior Notes due 2037. The sale is expected to close November 4, 2026, subject to customary closing conditions. The notes will pay interest semi-annually in arrears and mature February 25, 2037, unless earlier redeemed or repurchased. Current and future subsidiaries that guarantee the company's indebtedness under its credit agreements or other debt will guarantee the notes.
The company intends to use the net proceeds, together with borrowings under its revolving credit facilities or short-term facilities and/or proceeds from issuances under its commercial paper program, to repay its outstanding 3.450% Senior Notes due 2026 at their November 15, 2026 maturity.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Senior Notes aggregate principal amount: $500 million
Senior Notes interest rate: 5.900%
Senior Notes maturity date: February 25, 2037
+3 more
6 metrics
Senior Notes aggregate principal amount
$500 million
Public offering priced November 2, 2026
Senior Notes interest rate
5.900%
Notes due 2037
Senior Notes maturity date
February 25, 2037
Unless earlier redeemed or repurchased
2026 Notes interest rate
3.450%
Outstanding Senior Notes due 2026
2026 Notes maturity date
November 15, 2026
Date the company intends to repay the notes
Expected sale closing date
November 4, 2026
Subject to customary closing conditions
Key Terms
aggregate principal amount, semi-annually in arrears, subsidiary guarantors, automatic shelf registration statement
4 terms
aggregate principal amount financial
"$500 million aggregate principal amount"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
semi-annually in arrears financial
"will pay interest semi-annually in arrears"
Payments or charges made semi-annually in arrears occur twice a year and are paid after the six-month period they cover; for example, interest or dividends accumulate during the period and the holder receives the cash only at the period’s end. This matters to investors because it determines when they actually receive income and affects cash-flow timing and yield calculations, similar to getting a paycheck after you’ve already worked the hours.
subsidiary guarantors financial
"The Notes will be guaranteed by each of Wabtec’s current and future subsidiaries"
automatic shelf registration statement regulatory
"under an automatic shelf registration statement on Form S-3"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much are WAB's 2037 notes, and what is the interest rate?
WAB priced $500 million aggregate principal amount of 5.900% Senior Notes due 2037. The notes will mature February 25, 2037, unless earlier redeemed or repurchased.
How does WAB plan to use the notes offering proceeds?
WAB intends to use the net proceeds, together with borrowings under revolving or short-term facilities and/or proceeds from commercial paper issuances, to repay its outstanding 3.450% Senior Notes due 2026 at their November 15, 2026 maturity.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 2, 2026
(Exact name of registrant as specified in its charter)
| | | |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| | | |
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).
Emerging growth company ☐
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
8.01. Other Events.
In connection with its public offering (the “Offering”) of $500 million aggregate principal amount of its 5.900% Senior Notes due 2037 (the “Notes”), Westinghouse Air Brake Technologies Corporation (the “Company”) is filing herewith as Exhibit 1.1 the Underwriting Agreement, dated November 2, 2026 (the “Underwriting Agreement”), by and among the Company, the subsidiary guarantors party thereto and BofA Securities, Inc., Citigroup Global Markets Inc., PNC Capital Markets LLC and TD Securities (USA) LLC.
The Offering is being conducted pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-299570) filed with the Securities and Exchange Commission. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
On November 2, 2026, the Company issued a press release announcing that it priced the Offering. A copy of the Company’s press release is filed herewith as Exhibit 99.1 and incorporated by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
The following exhibits are furnished with this report on Form 8-K:
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Exhibit No. |
Description
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1.1
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Underwriting Agreement, dated November 2, 2026, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors party thereto and BofA Securities, Inc., Citigroup Global Markets Inc., PNC Capital Markets LLC and TD Securities (USA) LLC.
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99.1
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Press Release, dated November 2, 2026.
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104
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Cover Page Interactive Data File within the Inline XBRL document.
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1
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.
| Dated: November 3, 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 | |
| Name: John A. Olin | ||
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Title: Executive Vice President and Chief Financial Officer
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2
Exhibit 99.1
 | News Release |
Wabtec Announces Pricing of Senior Notes Offering
PITTSBURGH, November 2, 2026 - Wabtec Corporation (NYSE: WAB) (“Wabtec”) today announced that it has priced a public offering (the “Offering”) of $500 million aggregate principal amount of 5.900% Senior Notes due 2037 (the “Notes”). The Notes will be guaranteed by each of Wabtec’s current and future subsidiaries that guarantee its indebtedness under its credit agreements or any other debt of Wabtec or any other guarantor.
The Notes will pay interest semi-annually in arrears. The Notes will mature on February 25, 2037, unless earlier redeemed or repurchased.
Wabtec intends to use the net proceeds from the offering of the Notes, 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 3.450% Senior Notes due 2026 (the “2026 Notes”) at their maturity date of November 15, 2026. This press release does not constitute an offer to purchase or a solicitation of an offer to sell the 2026 Notes or a notice of redemption under the indenture governing the 2026 Notes.
The sale of the Notes is expected, subject to customary closing conditions, to close on November 4, 2026.
BofA Securities, Inc., Citigroup Global Markets Inc., PNC Capital Markets LLC and TD Securities (USA) LLC are acting as joint book-running managers for the Offering.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The Offering is being made under an automatic shelf registration statement on Form S-3 (File No. 333-299570) filed with the Securities and Exchange Commission (“SEC”) on October 21, 2026 (the “Registration Statement”). The Offering may be made only by means of a prospectus and related prospectus supplement. Before you invest, you should read the Registration Statement, including the prospectus, and prospectus supplement, and other documents Wabtec has filed with the SEC for more complete information about Wabtec and this Offering. You may get these documents for free by visiting EDGAR on the SEC’s website at http://www.sec.gov. Alternatively, to obtain a copy of the prospectus and the prospectus supplement for this Offering, please contact BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, PNC Capital Markets LLC toll-free at 1-855-881-0697 or TD Securities (USA) LLC toll-free at 1-855-495-9846.
About Wabtec
Wabtec Corporation (NYSE: WAB) is revolutionizing the way the world moves for future generations. The company is a leading global provider of equipment, systems, digital solutions and value-added services for the freight and transit rail industries, as well as the mining, marine and industrial markets. Wabtec has been a leader in the rail industry for over 155 years and has a vision to achieve an efficient rail system in the U.S. and worldwide.
| News Release |
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking” statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. All statements, other than historical facts, including statements regarding Wabtec’s offering of the Notes, the use of proceeds therefrom, Wabtec’s planned repayment of the 2026 Notes and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Further information on the risk factors that may affect Wabtec’s business and financial performance is as detailed from time to time in Wabtec’s reports filed with the SEC, including Wabtec’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC. The foregoing list of important factors is not exclusive. Wabtec may not close the sale of the Notes and, if the sale of the Notes closes, cannot provide any assurances regarding its final terms. Any forward-looking statements in this press release speak only as of the date of this press release. Wabtec does not undertake any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
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Wabtec Investor Relations Contact
Kyra Yates
817-349-2735
Kyra.Yates@wabtec.com
Wabtec Media Contact
Tim Bader
682-319-7925
Tim.Bader@wabtec.com