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Midas Edge

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP

For the period ended Dec 31, 2025. Filed Feb 13, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 13, 2026

WAB$303.49+1.8%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits and Financial Statement Schedules

Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The financial statements filed as part of this report are included in Part II Item 8 of this report. Financial statement schedules and exhibits listed below are filed as part of this annual report:

Page
(1) · Financial Statements and Reports on Internal Control
Management’s Reports to Westinghouse Air Brake Technologies Corporation Shareholders42
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42, Pittsburgh, Pennsylvania)43
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting46
Consolidated Balance Sheets as of December 31, 2025 and 202448
Consolidated Statements of Income for the three years ended December 31, 2025, 2024 and 202349
Consolidated Statements of Comprehensive Income for the three years ended December 31, 2025, 2024 and 202350
Consolidated Statements of Cash Flows for the three years ended December 31, 2025, 2024 and 202351
Consolidated Statements of Shareholders’ Equity for the three years ended December 31, 2025, 2024 and 202352
Notes to Consolidated Financial Statements53
(2)Financial Statement Schedules
Schedule II—Valuation and Qualifying Accounts89
FilingMethod
Exhibits
2.1[Reserved]
2.2[Reserved]
2.3[Reserved]
2.4**Tax Matters Agreement among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.21
3.1Restated Certificate of Incorporation of the Company dated January 30, 1995, as amended December 31, 20039
3.2Certificate of Amendment of Restated Certificate of Incorporation dated May 14, 201311
3.3Amended and Restated By-Laws of the Company, effective February 10, 20238
3.4Certificate of Amendment to Restated Certificate of Incorporation dated November 19, 201822
3.5Certificate of Designations of Series A Non-Voting Convertible Preferred Stock of Westinghouse Air Brake Technologies Corporation, dated February 22, 201921
4.1Indenture, dated August 8, 2013 by and between the Company and Wells Fargo, National Association, as Trustee12
4.2First Supplemental Indenture, dated August 8, 2013, by and between the Company and Wells Fargo Bank, National Association, as Trustee12
4.3[Reserved]
4.4Second Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee15
4.5Third Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee15
4.6Form of 3.450% Senior Note due 2026 (included in Exhibit 4.5)15
4.7Fourth Supplemental Indenture, dated February 9, 2017, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee16
4.8Fifth Supplemental Indenture, dated April 28, 2017, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee17
4.9Sixth Supplemental Indenture, dated June 21, 2017, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee.18
4.10Seventh Supplemental Indenture, dated June 8, 2018, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee19
4.11Eighth Supplemental Indenture, dated June 29, 2018, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee19
4.12Ninth Supplemental Indenture, dated September 14, 2018, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.20
4.13[Reserved]
4.14Form of 4.700% Senior Note due 2028 (included in Exhibit 4.12)20
4.15Tenth Supplemental Indenture, dated June 6, 2019, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee23
4.16[Reserved]
4.17[Reserved]
4.18Description of Wabtec Common Stock registered pursuant to Section 12 of the Securities Act of 19341
4.19Base Indenture, dated as of June 3, 2021, among Wabtec Transportation Netherlands B.V., as issuer, Westinghouse Air Brake Technologies Corporation, as guarantor, and U.S. Bank National Association, as Trustee27
4.20First Supplemental Indenture, dated as of June 3, 2021, among Wabtec Transportation Netherlands B.V., as issuer, Westinghouse Air Brake Technologies Corporation, as guarantor, and U.S. Bank National Association, as Trustee27
4.21Form of 1.250% Notes due 2027 (included in Exhibit 4.20 hereof).27
4.22Twelfth Supplemental Indenture, dated March 11, 2024, 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.35
4.23Form of 5.611% Senior Note due 2034 (included in Exhibit 4.22).35
4.24Thirteenth Supplemental Indenture, dated as of May 14, 2025, by and among Westinghouse Air Brake Technologies Corporation, 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.36
4.25Fourteenth Supplemental Indenture, dated May 29, 2025, 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.37
4.26Form of 4.900% Senior Note due 2030 (including the Notation of Guarantee) (included in Exhibit 4.25).37
4.27Form of 5.500% Senior Note due 2035 (including the Notation of Guarantee) (included in Exhibit 4.25).37
10.1Agreement of Sale and Purchase of the North American Operations of the Railway Products Group, an operating division of American Standard Inc. (now known as Trane), dated as of 1990 between Rail Acquisition Corp. and American Standard Inc. (only provisions on indemnification are reproduced)2
10.2Letter Agreement (undated) between the Company and American Standard Inc. (now known as Trane) on environmental costs and sharing2
10.3Purchase Agreement dated as of June 17, 1992 among the Company, Schuller International, Inc., Manville Corporation and European Overseas Corporation (only provisions on indemnification are reproduced)2
10.4Westinghouse Air Brake Company 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended and restated*4
10.5Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as amended * *33
10.6Separation Agreement between Wabtec Corporation and Alicia Hammersmith dated as of December 22, 20251
10.7Form of Restricted Stock Agreement *10
10.8Westinghouse Air Brake Technologies Corporation 2011 Stock Incentive Plan as amended and restated, as of March 31, 2022*5
10.9 · [Reserved]
10.10Form of Employment Continuation Agreement entered into by the Company with Michael E. Fetsko and John A Mastalerz Jr.*7
10.11Wabtec Corporation Deferred Compensation Plan for Executive Officers and Directors as adopted December 10, 2009 *10
10.12Form of Agreement for Nonstatutory Stock Option under the 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended and restated*10
10.13Form of Agreement for Nonstatutory Stock Options under 2000 Stock Incentive Plan, as amended *10
10.14Form of Agreement for Nonstatutory Stock Options under 2011 Stock Incentive Plan as amended and restated*10
10.15[Reserved]
10.16Letter of Offer of Employment with Nicole Theophilus, dated July 9, 2024*3
10.17[Reserved]
10.18Form of Severance and Employment Continuation Agreement entered into by the Company with John Olin, David DeNinno, Pascal Schweitzer, Eric Gebhardt, and Nicole Theophilus*26
10.19Westinghouse Air Brake Technologies Corporation Deferred Compensation Plan for Executives, dated October 21, 202130
10.20[Reserved]
10.21[Reserved]
10.22Severance and Employment Continuation Agreement of Rafael Santana dated as of December 5, 2022*26
10.23[Reserved]
10.24[Reserved]
10.25[Reserved]
10.26Amended and Restated Credit Agreement, dated as of April 23, 2025, among Westinghouse Air Brake Technologies Corporation, Wabtec Transportation Netherlands B.V. and the other borrowing subsidiaries party thereto, the lenders party thereto and PNC Bank, National Association as administrative agent.38
19.1Wabtec Corporation Insider Trading Policy dated April 2, 20251
21.0List of subsidiaries of the Company1
22.0List of Subsidiary Guarantors1
23.1Consent of Ernst & Young LLP1
31.1Rule 13a-14(a)/15d-14(a) Certifications1
31.2Rule 13a-14(a)/15d-14(a) Certifications1
32.1Section 1350 Certifications1
97.1Wabtec Corporation Clawback Policy effective October 2, 202334
101.INSXBRL Instance Document.1
101.SCHXBRL Taxonomy Extension Calculation Linkbase Document1
101.CALXBRL Taxonomy Extension Calculation Linkbase Document1
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.1
101.LABXBRL Taxonomy Extension Label Linkbase Document1
101.PREXBRL Taxonomy Extension Presentation Linkbase Document1
104XBRL Cover Page Interactive Data (embedded within the Inline XBRL document)1
1Filed herewith.
2Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 033-90866).
3Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 12, 2025.
4Filed as an Annex to the Company’s Schedule 14A Proxy Statement (File No. 033-90866) filed on March 31, 2017.
5Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866) filed on April 6, 2022.
6[Reserved]
7Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866) dated July 2, 2009.
8Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated February 14, 2023.
9Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 25, 2011.
10Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 22, 2013.
11Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated September 9, 2019.
12Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated August 8, 2013.
13[Reserved]
14[Reserved]
15Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 033-90866), dated November 3, 2016.
16Filed as an exhibit to the Company's Current Report on Form 10-K (File No. 033-90866), dated February 28, 2017.
17Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), for the period ended March 31, 2017.
18Filed as an exhibit to the Company's Registration Statement on Form S-4 (File No. 0333-219354).
19Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), for the period ended June 30, 2018.
20Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated September 14, 2018.
21Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated February 25, 2019.
22Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 27, 2019.
23Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 033-90866), dated August 1, 2019.
24[Reserved]
25[Reserved]
26Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated December 7, 2022.
27Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated June 2, 2021
28[Reserved]
29[Reserved]
30Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated October 21, 2021
31[Reserved]
32[Reserved]
33Filed as an exhibit to the Company's Registration Statement on Form S-8 (File No. 033-90866), dated March 2, 2012.
34Filed as an exhibit to the Company's Annual Report on Form 10-K (File No. 033-90866), dated February 14, 2024.
35Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), dated April 24, 2024.
36Filed as an exhibit to the Company’s Registration Statement on Form S-3 (Registration No. 333-275386), dated May 19, 2025.
37Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 033-90866), dated May 29, 2025.
38Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 033-90866), dated April 23, 2025.
*Management contract or compensatory plan.
**Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Wabtec hereby undertakes to furnish supplementally, copies of any of the omitted schedules upon request by the SEC.
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