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BCS

Current Report · Items 1.01, 2.03, 9.01 · 8-K

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 1.01. Entry into a Material Definitive Agreement. 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.…

Filed Nov 4, 2026Accepted Nov 4, 2026, 4:20 PM ESTCIK 943452Accession 0001140361-26-041966
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Company context

Current securities

Recent company filings

  1. Other EventsNov 3, 2026
  2. FWP - filed by WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP regarding WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPNov 2, 2026
  3. 10-Q filingOct 21, 2026
  4. Results of Operations and Financial Condition · Regulation FD DisclosureOct 21, 2026
  5. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementOct 1, 2026

Registered securities in this filing

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION · 8-K · Filed 2026-11-04

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.01 per share

Symbol
WAB
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: c20261104to20261104

Dimensions: Not supplied

Accession 000114036126041966 · 1 registered-security cover member

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Disclosure sections

Items 1.01, 2.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement. 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. 1 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 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Filed exhibits (1)
EX-4.3 (by filename) ef20084907_ex4-3.htm

Exhibit 4.3 EXECUTION VERSION FIFTEENTH SUPPLEMENTAL INDENTURE Dated as of November 4, 2026 to INDENTURE Dated as of August 8, 2013 by and among WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, as Issuer THE GUARANTORS PARTY HERETO, as Guarantors COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Original Trustee (as successor to Wells Fargo Bank, National Association) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Series Trustee $500,000,000 5.900% Notes due 2037 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 2 Section 1.01. Definitions. 2 ARTICLE 2 ESTABLISHMENT OF SECURITIES 8 Section 2.01. Title of Securities. 8 Section 2.02. Aggregate Pr…

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