Date of Report (Date of Earliest Event Reported): May 19, 2025
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other Jurisdiction
of Incorporation)
033-90866
25-1615902
(Commission
File No.)
(I.R.S. Employer
Identification No.)
30 Isabella Street
Pittsburgh, Pennsylvania
15212
(Address of Principal Executive Offices)
(Zip Code)
(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 (see General Instruction A.2.):
☐
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 Exchange Act:
Title of Each Class
Trading
Symbol
Name of Each Exchange
on Which Registered
Common Stock, $0.01 par value per share
WAB
New York Stock Exchange
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 the anticipated filing by Westinghouse Air Brake Technologies
Corporation (the “Company”) of a Post-Effective Amendment to its Registration Statement on Form S-3 (No. 333-275386) for the purpose of adding Wabtec US Rail, Inc. as one of the co-registrants that are, or may potentially be, guarantors of
debt securities registered on such Registration Statement (collectively, the “Subsidiary Guarantors”), the Company is providing guarantor summarized financial informationfor the three months ended March 31, 2025 and the fiscal year ended December 31, 2024 reflecting the addition of Wabtec US Rail, Inc.
Pursuant to a supplemental indenture in respect of the Company’s outstanding 3.20% Senior Notes due 2025, 3.45% Senior Notes due 2026, 4.70% Senior Notes due
2028 and 5.611% Senior Notes due 2034 (collectively, the “US Notes”), Wabtec US Rail, Inc. agreed to provide a guarantee of such US Notes as a Subsidiary Guarantor (the “Additional Guarantee”). Wabtec US Rail, Inc.’s Additional Guarantee was provided
because Wabtec US Rail, Inc. guaranteed the Company’s obligations under the previously announced Amended and Restated Credit Agreement, dated April 23, 2025, by and among the Company and Wabtec Transportation Netherlands B.V., as borrowers, the
financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent.
This guarantor summarized financial information is included in Exhibit 99.1 and incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished with this report on Form 8-K:
Cover Page Interactive Data File within the Inline XBRL document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
By:
/s/ John A. Olin
John A. Olin
Executive Vice President and Chief Financial Officer