Westinghouse Air Brake Technologies Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): May 19, 2025

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other Jurisdiction

of Incorporation)

(412) 825-1000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

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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.):

 

 

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

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 ☐

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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 information for 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.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished with this report on Form 8-K:

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.

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