Westinghouse Air Brake Technologies (WAB) 10-K risk factor changes: FY2025 vs FY2024

[added: For example, although the] economic slowdown caused by the COVID-19 pandemic did not result in any material cancellations of the Company's backlog, it did impact the timing of some orders in backlog as, in certain cases, the delivery of goods and services were pushed out from their original timelines.

Additionally, [added: in an environment of heightened global geopolitical uncertainty,] market factors, such as broad-based inflation, escalation of commodities costs, transportation and logistics costs, [added: tariffs,] labor costs, and [added: volatility in] foreign currency exchange [removed: rate fluctuations] [added: rates] may exacerbate the impacts of [removed: such] [added: supply chain] disruptions.

Although we believe that our recent acquisitions will improve our market position and realize positive operating results, including operating synergies, operating expense reductions and overhead cost savings, we cannot be assured that these [added: improvements will be obtained or guarantee the timing of such improvements.]

For the fiscal year ended December 31, [removed: 2024,] [added: 2025,] approximately [removed: 53%] [added: half] of our consolidated net sales were to customers outside of the United States.

Our global headquarters for the Transit group is located in France, and we conduct other international operations through a variety of wholly and majority-owned subsidiaries and joint ventures, including in Australia, Austria, Brazil, Canada, China, Czech Republic, France, Germany, India, Italy, Kazakhstan/Commonwealth of Independent States ("CIS"), the Republic of North Macedonia, Mexico, the Netherlands, Poland, Spain, South Africa, [added: Guinea,] Turkey, [added: Japan,] and the United Kingdom.

- the complexities of operating within multiple tax [removed: jurisdictions;][added: jurisdictions and potentially material impacts associated with changes in applicable tax laws;]

[added: We are subject to currency exchange rate] risk to the extent that our costs may be denominated in currencies other than those in which we earn and report revenues and vice versa.

Operations in such emerging markets are inherently risky due to a number of regulatory, economic, social and political [removed: uncertainties.][added: uncertainties, which may be exacerbated in environments of heightened geopolitical uncertainty and volatility.]

Significant changes in economic and regulatory policy in emerging [removed: countries] [added: countries,] as well as social or political [removed: uncertainties] [added: uncertainties,] could significantly harm business and economic conditions in these markets generally and could disproportionately impact the rail industry, which could adversely affect our business and prospects in these markets.

[removed: A protectionist trade environment in either the United States or those foreign countries in which we do] business, such as a change in the current tariff structures, export compliance or other trade policies, may adversely affect our business.

We are subject to a variety of [removed: increasingly] stringent environmental laws and regulations governing air emissions, discharges into water, chemical substances in products, the use, handling, storage, and disposal of hazardous substances or waste materials, as well as the remediation of contamination associated with releases of hazardous substances.

We have incurred, and will continue to incur, both operating and capital costs to comply with environmental laws and regulations, [added: including costs associated with the clean-up and investigation of some of our current and former properties and offsite disposal locations.]

[removed: The potential challenges posed by evolving climate change policy and prospective regulation are heavily dependent on the] nature and degree of such legislation, the consistency (or lack of consistency) of legislation across jurisdictions in which we operate, and the extent to which such regulation and legislation applies to our industry.

[removed: For instance, we] [added: We] have experienced cyber-security incidents that have impacted the Company's network.

However, a successful exploitation of our [removed: own or] [added: own,] our vendors’ [added: or our customers'] information technology infrastructure could result in service interruptions, safety hazards, misappropriation of confidential information, process failures, security breaches or other operational difficulties.

[added: Such an event could result in] decreased revenues and increased capital, insurance or operating costs, including the increased costs of security to protect the Company’s infrastructure, among other results.

[removed: If we were to experience a strike or work stoppage, it could be difficult for us to find a] sufficient number of employees with the necessary skills to replace these employees.

At December 31, [removed: 2024,] [added: 2025,] we had total debt of [removed: $4.0] [added: $5.5] billion, primarily related to Senior [removed: Notes, and the 2022] [added: Notes] and [removed: 2024 Credit Agreements ("Credit Agreements").][added: credit agreements.]

The indentures for our outstanding Senior Notes and [added: the agreements governing certain of] our [removed: 2022 and 2024 Credit Agreements contain] [added: credit facilities contains] various covenants that limit our management’s discretion in the operation of our businesses.

Our [removed: Credit Agreements subject] [added: credit agreement subjects] us to customary (i) affirmative covenants, including requirements with respect to certain reporting obligations on us and our subsidiaries, and (ii) negative covenants, including limitations on: indebtedness; liens; restricted payments; fundamental changes (including certain changes in control); business activities; transactions with affiliates; restrictive agreements; changes in fiscal year; and use of proceeds.

In addition, we are required to maintain (i) an Interest Coverage Ratio of at least 3.00 to 1.00, calculated using an [removed: earning] [added: earnings] metric as defined in the agreement compared to Interest Expense for the four quarters then ended and (ii) a Leverage Ratio, calculated by net debt (total debt, net of up to [removed: $300] [added: $500] million of unrestricted cash) as of the last day of such fiscal quarter to the defined earnings metric for the four quarters then ended, of 3.5 or less.

The advancement of artificial intelligence technologies may significantly accelerate the pace and broaden the scope of technological innovation impacting the industry.

As a result of our acquisitions from time to time, we have goodwill recorded on our balance sheet.

Goodwill is tested for impairment annually or more often if events or changes in circumstances indicate a potential impairment may exist.

Factors that could indicate that our goodwill could be impaired include a decline in our stock price and market capitalization, lower than projected operating results and cash flows, and slower growth rates in our industry.

If we determine at a future time that impairment exists, it may result in a significant non-cash charge to earnings and lower stockholders' equity.

Further, we regularly implement organization changes and streamlining, such as divestitures and realignments, to support our growth and cost management strategies and to encourage efficiencies.

If we are unable to successfully manage these and other organizational changes, the ability to complete such activities and realize anticipated benefits and cost savings as well as our results of operations and financial condition could be materially adversely affected.

- reliance on transition services agreements;

A protectionist trade environment in either the United States or those foreign countries in which we do

The potential challenges posed by evolving climate change policy and prospective regulation are heavily dependent on the

The security and functionality of our information technology systems, and the process of data by these systems, are critical to our business operations.

If these systems are damaged, intruded upon, attacked, shutdown, or cease to function properly, and we suffer any resulting interruption in our ability to manage and operate our business, or if our products are affected, our results of operations and financial condition could be materially adversely affected.

If we were to experience a strike or work stoppage, it could be difficult for us to find a

For example, although the

improvements will be obtained or the timing of such improvements.

We are subject to currency exchange rate

including costs associated with the clean-up and investigation of some of our current and former properties and offsite disposal locations.

Such an event could result in

Wabtec is a global provider of value-added, technology-based locomotives, equipment, systems and services for the freight rail and passenger transit industries, as well as the mining, marine, and industrial [removed: markets.][added: markets and applications.]

Our highly engineered [added: rail and transit] products, which are intended to enhance safety, improve productivity and reduce maintenance costs for customers, can be found on most locomotives, freight cars, passenger transit cars, and buses around the world.

In [removed: 2024,] [added: 2025,] approximately [removed: 53%] [added: half] of the Company’s Net sales came from customers outside the [removed: U.S.][added: United States.]

Wabtec’s long-term financial goals are to increase revenues through a focused growth strategy, including product innovation and new technologies, global and market expansion, aftermarket products and services, and strategic acquisitions, [added: to] increase margins through strict attention to cost controls, [added: to] drive improved efficiencies across the business, [added: to] drive strong cash flow conversion, and [added: to] maintain a strong credit profile while minimizing our overall cost of capital.

[removed: During] [added: For] the [removed: twelve months] [added: years] ended December 31, [removed: 2024] [added: 2025] and [removed: 2023, the Company] [added: 2024, Wabtec] incurred [removed: one-time restructuring charges for programs included in the initiative of approximately $28] [added: $75] million and [removed: $49] [added: $65] million, respectively, [added: of restructuring costs] primarily for employee-related costs and asset write downs [removed: associated with site consolidations in Europe.][added: on programs under these initiatives.]

In February 2025, Wabtec announced Integration 3.0, a three-year strategic initiative to target incremental run rate synergies [added: currently] estimated to be between [removed: $100] [added: $115] million to [removed: $125] [added: $140] million by 2028.

Estimates for [removed: these programs] [added: this program] could change based on the specific programs approved or changes to the scope of the review.

Future macroeconomic volatility, [added: changes to tariffs and trade policies,] supply chain [removed: disruptions] [added: disruptions,] and labor [removed: availability] [added: availability, amongst other things,] could cause [removed: component] [added: a negative impact on revenue] and [removed: raw material shortages] [added: cost increases] resulting in an adverse effect on the [removed: timing of the] Company’s [removed: revenue and cash flows.][added: operating results.]

The Company utilizes various mitigating actions intended to lessen the impact of macroeconomic [removed: volatility.][added: volatility, including the impact of current tariffs.]

During the first quarter of [removed: 2024, Company] [added: 2025,] Management determined that certain [removed: parts of] [added: businesses within] the [removed: business] [added: Services product line] would be better aligned with Management oversight in [removed: different] [added: the Components] product [removed: lines.][added: line.]

During the fourth quarter of 2023, the Company purchased the remaining ownership shares of [removed: LKZ,] [added: Locomotiv Kurastyru Zuayty ("LKZ"),] a locomotive manufacturing and assembly company located in Kazakhstan for $111 million, at which time it became a wholly owned subsidiary of the Company.

[added: For] additional information related to these acquisitions refer to Note 3 of "Notes to Consolidated Financial Statements" included in Part II, Item 8 of this report.

[removed: On January 14, 2025, Wabtec announced a definitive agreement to acquire Evident’s] Inspection Technologies [removed: division (Inspection Technologies),] [added: was] formerly part of the Scientific Solutions Division of Olympus Corporation, a global leader in [removed: Non-Destructive Testing, Remote Visual Inspection] [added: nondestructive testing, remote visual inspection] and [removed: Analytical Instruments] [added: analytical instruments] solutions for mission critical [removed: assets, for $1.78 billion.][added: assets.]

[removed: 2024] [added: 2025] COMPARED TO [removed: 2023][added: 2024]

| In millions | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Sales of goods | | | | | | $ | [removed: 8,434] [added: 9,261] | | | | | $ | [removed: 7,647] [added: 8,434] | |

| Sales of services | | | | | | [removed: 1,953] [added: 1,906] | | | | | | [removed: 2,030] [added: 1,953] | | |

| Total Net sales | | | | | | [removed: 10,387] [added: 11,167] | | | | | | [removed: 9,677] [added: 10,387] | | |

| Cost of goods | | | | | | [removed: (5,918)] [added: (6,244)] | | | | | | [removed: (5,581)] [added: (5,918)] | | |

| Cost of services | | | | | | [removed: (1,103)] [added: (1,117)] | | | | | | [removed: (1,152)] [added: (1,103)] | | |

| Total Cost of sales | | | | | | [removed: (7,021)] [added: (7,361)] | | | | | | [removed: (6,733)] [added: (7,021)] | | |

| Gross profit | | | | | | [removed: 3,366] [added: 3,806] | | | | | | [removed: 2,944] [added: 3,366] | | |

| Selling, general and administrative expenses | | | | | | [removed: (1,248)] [added: (1,490)] | | | | | | [removed: (1,139)] [added: (1,248)] | | |

| Engineering expenses | | | | | | [removed: (206)] [added: (223)] | | | | | | [removed: (218)] [added: (206)] | | |

| Amortization expense | | | | | | [removed: (303)] [added: (300)] | | | | | | [removed: (321)] [added: (303)] | | |

| Total Operating expenses | | | | | | [removed: (1,757)] [added: (2,013)] | | | | | | [removed: (1,678)] [added: (1,757)] | | |

| Income from operations | | | | | | [removed: 1,609] [added: 1,793] | | | | | | [removed: 1,266] [added: 1,609] | | |

| Interest expense, net | | | | | | [removed: (201)] [added: (225)] | | | | | | [removed: (218)] [added: (201)] | | |

| Other income, net | | | | | | [removed: 2] [added: 24] | | | | | | [removed: 44] [added: 2] | | |

| Income before income taxes | | | | | | [removed: 1,410] [added: 1,592] | | | | | | [removed: 1,092] [added: 1,410] | | |

| Income tax expense | | | | | | [removed: (343)] [added: (409)] | | | | | | [removed: (267)] [added: (343)] | | |

| Net income | | | | | | [removed: 1,067] [added: 1,183] | | | | | | [removed: 825] [added: 1,067] | | |

| Less: Net income attributable to noncontrolling interest | | | | | | [removed: (11)] [added: (13)] | | | | | | [removed: (10)] [added: (11)] | | |

| Net income attributable to Wabtec shareholders | | | | | | $ | [removed: 1,056] [added: 1,170] | | | | | $ | [removed: 815] [added: 1,056] | |

The following table shows the major components of the change in Net sales in [removed: 2024] [added: 2025] from [removed: 2023:][added: 2024:]

| Acquisitions | | | | | | [removed: 78 | | | | | | 3 | | | | | | 81] [added: 27] | | |

| Foreign Exchange | | | | | | [removed: (32)] [added: (31)] | | | | | | [removed: (1)] [added: 64] | | | | | | [removed: (33)] [added: 33] | | |

The following discussion compares our results for the year ended December 31, [removed: 2024] [added: 2025] to the year ended December 31, [removed: 2023.][added: 2024.]

The discussion comparing our results for the year ended December 31, [removed: 2023] [added: 2024] to the year ended December 31, [removed: 2022] [added: 2023] is included within Management's Discussion and Analysis of Financial Condition and Results of Operation in our Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] filed with the SEC on February [removed: 14, 2024.][added: 12, 2025.]

Net sales for the year ended December 31, [removed: 2024] [added: 2025] increased by [removed: $710] [added: $780] million, or [removed: 7.3%,] [added: 7.5%,] to [removed: $10.39] [added: $11.17] billion compared to the same period in [removed: 2023.][added: 2024.]

During the fourth quarter of 2025, Wabtec signed $2.2 billion in new locomotive orders in North America, which included $1.3 billion for locomotive modernizations and $0.9 billion for new locomotives.

Also during the fourth quarter, Digital Intelligence secured $75 million of PTC and KinetiX orders in key international markets.

In the third quarter of 2025, Wabtec announced an agreement with National Company Kazakhstan Temir Zholy ("KTZ"), the national railway of Kazakhstan, to deliver Evolution Series locomotives and provide long-term service support.

The multi-national order, valued by the Company at approximately $4.2 billion, marks the largest locomotive agreement in Wabtec's history.

Wabtec also continued to drive recurring revenue in the global market by winning a new service contract in Kazakhstan worth $299 million earlier in 2025.

Additionally in the Freight Segment, the first Simandou locomotives reached Guinea, marking the first exports from the Company's India locomotive facility.

We also signed a $140 million new locomotive order with a North American Class I railroad, signed new locomotive, mining and service orders in the Asia-Pacific region totaling $127 million, and signed a $125 million ultra class mining order.

During 2025, the Transit Segment signed $140 million in new Transit brake orders, two multi-year transit platform door contracts valued at $85 million and a $47 million order to provide brakes and couplers for servicing a North American customer, among many other orders.

In March of 2025, Moody's upgraded the Senior Notes ratings to Baa2 from Baa3 and changed the outlook to stable from positive, and S&P Global Ratings reaffirmed Wabtec's credit rating at BBB with a stable outlook.

In addition to Integration 3.0, there are other ongoing restructuring initiatives, including Portfolio Optimization and Integration 2.0, focused on driving operational efficiency and improving

profitability while reducing manufacturing complexity.

The Company has experienced increased tariff costs which unfavorably impacted our cash from operations for the year ended December 31, 2025.

Although we did not experience a material impact to our results of operations in 2025 because of mitigation efforts, due to the volatility of trade policies, we are unable to reasonably predict the future impact.

As such, Sales by product line for 2024 and 2023 have been recast to conform to the current period presentation.

These changes were within the Freight Segment and had no impact on Total Freight Segment Sales, Gross profit, or Income from operations.

On July 1, 2025, the Company acquired Inspection Technologies for approximately $1.788 billion.

On December 1, 2025, the Company acquired Frauscher, a global market leader in train detection, wayside object control solutions and axle counting systems, for approximately $792 million.

Also during 2025, the Freight Segment completed two additional acquisitions which were individually and collectively immaterial.

Also during the first quarter of 2025, Wabtec announced a definitive agreement to acquire Dellner Couplers, a global leader in highly engineered safety-critical train connection systems and services for passenger rail rolling stock, for approximately €890 million.

The acquisition subsequently closed on February 10, 2026.

Transaction costs incurred for the year ended December 31, 2025 related to completed and announced acquisitions were approximately $49 million.

| Acquisitions | | | | | | 328 | | | | | | 27 | | | | | | 355 | | |

| Portfolio Optimization (Divestitures/Exits) | | | | | | (36) | | | | | | (36) | | | | | | (72) | | |

| Organic | | | | | | 307 | | | | | | 157 | | | | | | 464 | | |

| 2025 Net sales | | | | | | $ | 8,036 | | | | | $ | 3,131 | | | | | $ | 11,167 | |

Sales

The improvement in gross margin is attributable to strong productivity and cost management, savings from restructuring initiatives, and the exit of low margin business offerings through Portfolio Optimization.

Cost of sales for the year ended December 31, 2025 included $53 million of costs related to purchase price accounting for the step-up of Inspection Technologies and Frauscher inventories to fair value on the respective dates of acquisition.

The increase is primarily from costs incurred to support the higher sales volume, transaction costs associated with completed and announced acquisitions, incremental expense from acquisitions, and higher employee compensation and benefit costs, partially offset by the impacts of restructuring initiatives.

Transaction costs associated with completed and announced acquisitions included in SG&A were $49 million for the year ended December 31, 2025.

SG&A for the year ended December 31, 2025 included $60 million of costs related to restructuring initiatives, including a $38 million loss on disposition of a business associated with Portfolio Optimization.

SG&A for the year ended December 31, 2024 included $18 million of costs related to restructuring initiatives.

Engineering expenses increased $17 million primarily due to incremental expense from acquisitions and increased investments in new technology.

Other income, net, increased $22 million to $24 million for the year ended December 31, 2025 compared to the same period in 2024, primarily due to a $19 million net gain on mark-to-market derivatives in the current period associated with the acquisition of Frauscher and anticipated acquisition of Dellner Couplers and lower foreign exchange losses, partially offset by lower equity income.

The year over year increase in the effective tax rate was primarily driven by changes in jurisdictional mix of earnings and the non-deductible loss generated from the divestiture of a business as part of the Portfolio Optimization initiative.

| Sales of goods | | | | | | $ | 6,137 | | | | | $ | 5,524 | | | | | $ | 613 | | | | | 11.1 | | % |

| Cost of goods | | | | | | (4,089) | | | | | | (3,848) | | | | | | 241 | | | | | | 6.3 | | % |

| Gross profit | | | | | | 2,835 | | | | | | 2,523 | | | | | | 312 | | | | | | 12.4 | | % |

| Operating expenses | | | | | | (1,268) | | | | | | (1,101) | | | | | | 167 | | | | | | 15.2 | | % |

| Income from operations ($) | | | | | | $ | 1,567 | | | | | $ | 1,422 | | | | | $ | 145 | | | | | 10.2 | | % |

During 2024, Wabtec continued to execute on our value creation framework by signing several key agreements including: a multi-year Tier 4 locomotive order in North America for over $600 million, a multi-year locomotive order in Kazakhstan for over $400 million, international orders for new locomotives for $401 million across six customers, and multi-year orders for new locomotives in Africa for approximately $525 million.

Additionally, Wabtec won a long-term parts agreement with a Class I railroad for over $300 million, signed its first multi-year service contract with a customer in Brazil worth over $240 million, won signaling contracts with Transit customers in North America, and secured a long-term parts agreement with a customer in Asia.

Operationally, Wabtec began commercial operations for its Green Friction braking solution in Paris and launched the next generation of railcar movers with its Shuttlewagon Commander NXT.

Additionally, as a result of Wabtec's strong revenue and profitable growth over the past few years, rating agencies have made the following changes to our credit ratings: both Fitch Ratings and S&P Global Ratings upgraded Wabtec's credit rating from BBB- to BBB with a Stable outlook, and Moody's updated Wabtec's outlook to positive from stable.

During the first quarter of 2022, Wabtec announced Integration 2.0, a multi-year strategic initiative to target incremental run rate synergies now estimated to be approximately $100 million by the end of 2026.

The scope of the review included consolidating our operating footprint, reducing headcount, streamlining the end-to-end manufacturing process, restructuring the North America distribution channels, expanding operations in low-cost countries and simplifying the business through systems enablement.

The Company now expects to incur approximately $170 million of one-time restructuring charges related to Integration 2.0, of which approximately $146 million has been incurred through December 31, 2024.

Approved programs resulted in approximately 15 facility closures and impacted approximately 1,000 employees.

In addition to Integration 2.0, Wabtec is focused on exiting various low margin product offerings through Portfolio Optimization to improve profitability while reducing manufacturing complexity.

Wabtec now expects to incur approximately $70 million in net exit charges related to Portfolio Optimization, which will be predominately non-cash asset write downs.

For the years ended December 31, 2024 and 2023, Wabtec recorded charges of approximately $28 million primarily for asset write

downs related to Portfolio Optimization.

Total one-time restructuring charges related to Portfolio Optimization to date are approximately $56 million.

Concurrently, Wabtec announced an additional Portfolio Optimization initiative for 2025 targeting approximately $100 million of low margin revenues.

The 2025 Portfolio Optimization actions are expected to result in approximately $40 million of net exit charges, primarily for non-cash asset write downs.

A portion of our workers are represented by labor unions.

The United Electrical, Radio and Machine Workers of America (UE), Locals 506 and 618 collective bargaining agreement, covering approximately 1,400 locomotive manufacturing workers in Erie, Pennsylvania, expired on June 9, 2023.

Negotiations with UE officially began on April 27, 2023 and an agreement between the Company and the UE was not reached before the contract expired.

On June 22, 2023, the UE voted against ratification of the Company's proposed agreement and authorized a strike.

The Company and the UE subsequently reached an agreement that was ratified by the UE on August 31, 2023, ending the labor strike.

The Company continuously monitors its labor activity.

These changes were immaterial to the individual product lines and segments affected, and historical amounts have been reclassified to conform to the current period presentation.

*Cyber Incident*

As previously announced, on June 26, 2022, we detected a cyber security incident which impacted the Company’s network.

The Company promptly activated incident response protocols, which included shutting down certain systems, and commenced an investigation of the incident.

The Company also notified law enforcement and engaged legal counsel and other third-party incident response and cybersecurity professionals.

Based on the Company's assessment, the incident did not have a significant financial impact and the Company does not believe the incident will have a material impact on its business, operations or financial results.

The Company maintains cyber insurance, subject to certain deductibles and policy limitations typical for its size and industry.

During 2022, the Company made three strategic acquisitions in the Freight Segment for a combined purchase price of $89 million, net of cash acquired.

Two of the acquisitions are reported in the Digital Intelligence product line and one is reported in the Services product line.

Each of the acquisitions in 2022 are individually and collectively immaterial.

For

Inspection Technologies’ leading industry presence and innovative product portfolio is expected to significantly expand Wabtec's capabilities, adding advanced automated inspection capabilities, driving technology in a space where data acquisition, analytics and automation are critical.

Upon acquisition, Inspection Technologies will be reported within the Digital Intelligence product line of the Freight Segment.

The Company anticipates financing the acquisition with a combination of cash on hand, utilization of the Revolving Credit Facility and an additional term loan.

The transaction is subject to customary closing conditions and regulatory approvals, with the Company expecting to finalize the acquisition of Inspection Technologies by the end of the first half of 2025.

| 2023 Net sales | | | | | | $ | 6,923 | | | | | $ | 2,754 | | | | | $ | 9,677 | |

| Organic | | | | | | 499 | | | | | | 163 | | | | | | 662 | | |

passenger ridership levels.

The improvement in gross margin is attributable to contract escalation clauses, favorable mix between the Freight and Transit segments, improved productivity, Integration 2.0 savings, and favorable fixed cost absorption.

In the ordinary course of business, Wabtec is exposed to risks that increases in interest rates may adversely affect funding costs associated with its available variable-rate debt [removed: facilities.][added: facilities or new debt issuances.]

At December 31, 2024, the Company's interest [added: rate] risk related to variable-rate debt [removed: is limited to the amounts borrowed under the 2022 and 2024 Credit Agreements, which] was limited to the amounts borrowed [added: and outstanding] under the Delayed Draw Term Loan and the Term Loan.

At December 31, [removed: 2023,] [added: 2025,] the Company's [removed: outstanding variable rate] [added: interest risk related to variable-rate] debt was limited to the [removed: amount] [added: amounts] borrowed under the [removed: Delayed Draw] [added: 2025 Credit Agreement and the 2025] Term [removed: Loan.][added: Credit Agreement.]

As a result of those strategic acquisitions, as well as other smaller acquisitions and organic growth, Wabtec is a global provider of value-added, technology-based locomotives, equipment, systems and services for the freight rail and passenger transit industries, and the mining, marine, and industrial [removed: markets.][added: markets and applications.]

Wabtec has approximately [removed: 29,500] [added: 31,000] employees, excluding contingent workers, and operations in over 50 countries.

Our highly engineered [added: rail and transit] products, which are intended to enhance safety, improve productivity and reduce maintenance costs for customers, can be found on most locomotives, freight cars, passenger transit cars and buses around the world.

Industry [removed: Overview][added: Overview and Opportunity]

The Freight Segment primarily manufactures new and modernized locomotives; provides aftermarket parts and services to existing locomotives; provides components to new and existing freight cars; [removed: builds new commuter locomotives;] supplies rail control and infrastructure products including electronics, positive train control equipment, signal design and engineering services; provides a comprehensive suite of [added: software-enabled solutions designed to improve customer safety, efficiency and productivity in the transportation and mining industries; overhauls locomotives; provides heat exchangers and cooling systems for rail and other industrial markets; provides nondestructive testing, remote visual inspection and analytical instruments solutions for mission critical assets; and delivers train detection, wayside object control solutions, and axle counting systems.]

As a result of the large base of nearly [removed: 24,000] [added: 24,600] locomotives, Wabtec's Services product line of modernizing, rebuilding and overhauling, remanufacturing, maintaining, and exchanging locomotives and components in the aftermarkets provides a significant, recurring revenue stream.

In [removed: 2024,] [added: 2025,] the Freight Segment accounted for approximately 72% of Wabtec’s total net sales, with approximately [removed: 59%] [added: 60%] of its net sales in the U.S. and approximately [removed: 61%] [added: 58%] of the Freight Segment’s net sales [removed: were] in the aftermarket.

In [removed: 2024,] [added: 2025,] the Transit Segment accounted for approximately 28% of our total net sales, with approximately [removed: 18%] [added: 17%] of its net sales in the U.S. The Transit Segment maintains a large installed base of original equipment globally which allows for a significant recurring revenue stream in the aftermarket.

Approximately [removed: 55%] [added: 56%] of the Transit Segment’s net sales are in the aftermarket.

Digital [removed: Intelligence Products:][added: Intelligence:]

- Transport intelligence such as Industrial/mobile Internet of Things [removed: (IoT)] [added: ("IoT")] hardware & software, edge-to-cloud, on and off-board analytics [removed: &] [added: and] rules, and asset performance management

- Turbochargers for industrial [removed: and aftermarket vehicle] applications

[removed: Transit Products:][added: Transit:]

Wabtec is working to reduce existing locomotive [removed: fleet emissions] [added: fuel consumption] through fuel-efficiency solutions and testing renewable diesel and biofuels.

In [added: both 2025 and] 2024, Canadian National Railway Company, Norfolk Southern and Union Pacific Railroad each recognized Wabtec’s leadership in [removed: sustainability,] energy efficiency, innovation, and environmental stewardship with partnership awards.

This was Wabtec’s [removed: second] [added: third] year in a row receiving the Thoroughbred Sustainability Partner Award from Norfolk Southern.

Wabtec [removed: also] is [added: also] implementing energy-reducing technologies for the passenger transit sector.

- Breadth of product offering with a stable mix of original equipment market [removed: (OEM)] [added: ("OEM")] and aftermarket business.

Our comprehensive product portfolio and service offerings span the freight rail and passenger transit industries, as well as [removed: the bus,] [added: other transportation,] mining, marine, and industrial [removed: markets,] [added: markets and applications,] which help Wabtec balance the cyclical nature of the global rail business.

Wabtec has an installed base of nearly [removed: 24,000] [added: 24,600] locomotives, as well as a diverse offering of Transit locomotives and cars both internationally and domestically.

[removed: We believe both our customers and government authorities] value our technological capabilities and commitment to innovation, as we seek not only to enhance the efficiency and profitability of our customers, but also to improve the overall safety of the railways through continuous improvement of product performance.

- Driving fuel efficiency for the rail industry. We have taken significant steps to drive fuel efficiency in global transport and make our world safer, smarter and [removed: greener.][added: more sustainable.]

Wabtec is advancing our sustainability priorities both through our own commitments to our people, communities, and planet, as well as by innovating next generation technologies that reduce [added: emissions, energy consumption and waste, and increase fuel efficiency for our customers through advancements in our equipment and digital solutions.]

For example, we have partnered with a customer, as well as an artificial intelligence and robotics [removed: institution] [added: institution,] to create technologies that will further decarbonize freight rail transport, improve freight safety, and generate greater rail network utilization.

By working together with these partners and others, we are developing advanced solutions for the industry to realize the [removed: zero-emission] [added: low-to-zero emission] rail network of the future.

These groups mandate rigorous manufacturer certification and [removed: a] new product testing and approval processes that we believe are difficult for new entrants to meet cost-effectively and efficiently without the scale and extensive experience we possess.

- Accelerate innovation of scalable technologies. We continue to emphasize innovation and development funding to create new products and capabilities to increase customer productivity, efficiency, capacity, utilization and safety, such as [removed: the hydrogen powered] [added: alternatively fueled] locomotive, vehicle monitoring and data [removed: analytics.][added: analytics, and nondestructive testing.]

We plan to invest in bringing new technologies to market for our [removed: customers.][added: customers, which may include portfolio expansion through strategic acquisitions.]

A significant portion of our investment is expected to be focused on three customer-centric areas of innovation: advanced supply chain visibility, automation and digitization and [removed: zero-emissions] [added: low-to- zero emissions] operations.

[removed: We] seek to provide customers with incremental technological advances that offer immediate benefits with cost-effective investments.

We have nearly [removed: 24,000] [added: 24,600] locomotives in service, the majority of which are equipped with Digital Intelligence technologies, like Positive Train Control.

We believe that international markets represent a [added: significant opportunity for future growth.]

In Freight, [added: in addition to North America,] we are targeting markets that operate significant fleets of locomotives and freight cars, including Australia, Brazil, [removed: Egypt,] India, South Africa, Kazakhstan, and other select areas within Europe, Asia and South America.

- Drive [removed: fuel] efficiencies through emerging technologies. Today, rail represents the cleanest, most energy efficient and safest mode of moving freight and people on land.

The Company’s total backlog was approximately [removed: $22.3] [added: $27.4] billion at December 31, [removed: 2024.][added: 2025.]

For these and other reasons, completion of the Company’s backlog may be delayed or [removed: canceled.][added: canceled, and reported backlog should not be viewed as a guarantee of future revenue.]

| Adjustments / foreign exchange, net | | | | | | [removed: 321] [added: 632] | | | | | | [removed: (156)] [added: 172] | | | | | | [removed: 165] [added: 804] | | |

For the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] we invested [removed: $206] [added: $223] million, [removed: $218] [added: $206] million and [removed: $209] [added: $218] million, respectively, in engineering for product development and improvement activities.

Across the [removed: Company] [added: Company,] we have established multiple Centers of Competence, which have specialized, technical expertise in various disciplines and product areas.

We have more than [removed: 6,500] [added: 7,000] active patents worldwide and file for approximately 300 new patents each year.

Wabtec intends to continue to pursue strategic acquisitions that position the company for accelerated, profitable growth and strengthen our businesses with enhanced product offerings that increase customer productivity, reliability, and safety.

Acquisitions also play a role in the Company's growth, market access, and new technology advancements.

The Company's focus has been on bolt-on and near-in adjacencies, evidenced by our acquisitions completed and announced in 2025, including Evident's Inspection Technologies division ("Inspection Technologies") and Frauscher Sensor Technology Group ("Frauscher").

- Nondestructive testing, remote visual inspection and analytical instruments solutions for mission critical assets

- Train detection, wayside object control solutions, and axle counting systems

During 2025, Wabtec also expanded the Digital Intelligence portfolio with the addition of nondestructive testing and remote visual inspection instruments, as well as axle counting systems.

We believe both our customers and government authorities

We

| Less: 2025 Net sales | | | | | | (8,036) | | | | | | (3,131) | | | | | | (11,167) | | |

| New orders | | | | | | 11,911 | | | | | | 3,587 | | | | | | 15,498 | | |

| Balance at December 31, 2025 | | | | | | $ | 22,493 | | | | | $ | 4,914 | | | | | $ | 27,407 | |

| 2026 | | | | | | $ | 6,022 | | | | | $ | 2,212 | | | | | $ | 8,234 | |

| Thereafter | | | | | | $ | 16,471 | | | | | $ | 2,710 | | | | | $ | 19,181 | |

We serve a global customer base with products and services purchased across international markets.

To align Wabtec's overall sustainability strategy and action plans with the current market conditions and trends, we periodically review our sustainability priorities to ensure they reflect the areas of highest importance to our key internal and external stakeholders.

In India, many products are subject to regulations generally aligned with AAR and UIC standards.

Oscar Mayer Foods, and Miller Brewing Company.

*Sameer Gaur* was named President, Freight Services effective January 2026.

Previously, Mr. Gaur was the Group President of Transit Services at Wabtec since January 2001.

Prior to that, he was Senior Vice President of Freight Services, Product Management from February 2019 to January 2021, and Senior Executive, GM Product Manager of Global Services at GE Transportation from January 2016 to February 2019.

Prior to that he performed various executive roles at GE Capital from August 2012 to January 2016, and GE Rail Services from June 2003 through July 2012, and worked for Canadian National Railway from June 1997 to June 2003.

software-enabled solutions designed to improve customer safety, efficiency and productivity in the transportation and mining industries; overhauls locomotives; and provides heat exchangers and cooling systems for rail and other industrial markets.

In 2022, Wabtec received sustainability awards from both the German Ministry of Transportation and Deutsche Bahn and for our Green Air heating, ventilation, and air conditioning (HVAC) solution.

During 2023, Wabtec also expanded the Digital Intelligence portfolio with entry into the railcar telematics market.

emissions, energy consumption and waste, and increase fuel efficiency for our customers through advancements in our equipment and digital solutions.

significant opportunity for future growth.

| Balance at December 31, 2023 | | | | | | $ | 17,785 | | | | | $ | 4,214 | | | | | $ | 21,999 | |

| Less: 2024 Net sales | | | | | | (7,468) | | | | | | (2,919) | | | | | | (10,387) | | |

| New orders | | | | | | 7,348 | | | | | | 3,147 | | | | | | 10,495 | | |

| 2025 | | | | | | $ | 5,577 | | | | | $ | 2,104 | | | | | $ | 7,681 | |

| Thereafter | | | | | | $ | 12,409 | | | | | $ | 2,182 | | | | | $ | 14,591 | |

We provide products and services for more than 500 customers worldwide.

Price competition is strong because we have a relatively small number of customers and they are very cost-conscious.

Environmental, Social and Governance

As we refine our sustainability strategy, we believe it is important to listen to our key internal and external stakeholders to identify and develop Environmental, Social and Governance ("ESG") topics of focus that align to our overall sustainability strategy and action plans.

These topics are reviewed periodically to ensure our focus is in-line with the current market conditions and trends.

Additionally, we utilize our Green Finance Framework to support the development of technologies that enable sustainable value creation.

At

Negotiations with the UE officially began on April 27, 2023 and an agreement between the Company and the UE was not reached before the contract expired.

On June 22, 2023, the UE voted against ratification of the Company's proposed agreement and authorized a strike.

The Company and the UE subsequently reached an agreement that was ratified by the UE on August 31, 2023, ending the labor strike.

We have invested in training courses through Wabtec’s Learning Management System ("LMS").

infrastructure, energy, rolling stock, telematic applications, traffic operation and management subsystems, noise pollution and waste generation, protection against fire and smoke, and system safety.

In the local Indian market, most products are covered by regulations patterned after AAR and UIC standards.

| Lillian Leroux | | | | | | 53 | | | | | | Chief Strategy and Sustainability Officer | | |

*Alicia Hammersmith* was named President, Freight Services in April 2023.

Previously, Ms. Hammersmith served as Group Vice President, Transit Operations from 2020-2023 and as General Manager Latin America & Texas from 2019-2020.

Prior to joining Wabtec, Ms. Hammersmith served in various management roles with GE.

*Lilian Leroux* was named Chief Strategy and Sustainability officer in April 2023.

Previously he served as President, Transit from March 2019 to April 2023 and Group President—Brakes & Safety from January 2017 to October 2019.

Prior to that, Mr. Leroux held various executive management roles with Faiveley Transport, starting in January 2001.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The registrant estimates that as of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the voting shares held by non-affiliates of the registrant was approximately [removed: $24.4] [added: $31.1] billion based on the closing price on the New York Stock Exchange for such stock.

As of February [removed: 7, 2025, 170,848,147] [added: 9, 2026, 170,517,190] shares of Common Stock of the registrant were issued and outstanding.

Portions of the Proxy Statement for the registrant’s Annual Meeting of Stockholders to be held on May [removed: 15, 2025] [added: 12, 2026] are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#i4f57446fa446468a87601154f59fb126_16)] [added: [Business](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_16)] | | | [removed: [3](#i4f57446fa446468a87601154f59fb126_16)] [added: [3](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i4f57446fa446468a87601154f59fb126_22)] [added: Factors](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_22)] | | | [removed: [13](#i4f57446fa446468a87601154f59fb126_22)] [added: [13](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i4f57446fa446468a87601154f59fb126_25)] [added: Comments](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_25)] | | | [removed: [22](#i4f57446fa446468a87601154f59fb126_25)] [added: [21](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_25)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i4f57446fa446468a87601154f59fb126_28)] [added: [Cybersecurity](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_28)] | | | [removed: [22](#i4f57446fa446468a87601154f59fb126_28)] [added: [22](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_28)] | | |

| Item 2. | | | [removed: [Properties](#i4f57446fa446468a87601154f59fb126_31)] [added: [Properties](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_31)] | | | [removed: [23](#i4f57446fa446468a87601154f59fb126_31)] [added: [23](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_31)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i4f57446fa446468a87601154f59fb126_34)] [added: Proceedings](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_34)] | | | [removed: [23](#i4f57446fa446468a87601154f59fb126_34)] [added: [23](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_34)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i4f57446fa446468a87601154f59fb126_37)] [added: Disclosures](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_37)] | | | [removed: [23](#i4f57446fa446468a87601154f59fb126_37)] [added: [23](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_37)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4f57446fa446468a87601154f59fb126_43)] [added: Securities](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_43)] | | | [removed: [24](#i4f57446fa446468a87601154f59fb126_43)] [added: [24](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_43)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i4f57446fa446468a87601154f59fb126_46)] [added: [\[Reserved\]](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_46)] | | | [removed: [25](#i4f57446fa446468a87601154f59fb126_46)] [added: [25](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_46)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4f57446fa446468a87601154f59fb126_49)] [added: Operations](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_49)] | | | [removed: [26](#i4f57446fa446468a87601154f59fb126_49)] [added: [26](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4f57446fa446468a87601154f59fb126_73)] [added: Risk](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_73)] | | | [removed: [41](#i4f57446fa446468a87601154f59fb126_73)] [added: [41](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_73)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i4f57446fa446468a87601154f59fb126_76)] [added: Data](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_76)] | | | [removed: [42](#i4f57446fa446468a87601154f59fb126_76)] [added: [42](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_76)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4f57446fa446468a87601154f59fb126_193)] [added: Disclosure](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_196)] | | | [removed: [83](#i4f57446fa446468a87601154f59fb126_193)] [added: [82](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_196)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i4f57446fa446468a87601154f59fb126_196)] [added: Procedures](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_199)] | | | [removed: [83](#i4f57446fa446468a87601154f59fb126_196)] [added: [82](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_199)] | | |

| Item 9B. | | | [Other [removed: Information](#i4f57446fa446468a87601154f59fb126_199)] [added: Information](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_202)] | | | [removed: [83](#i4f57446fa446468a87601154f59fb126_199)] [added: [82](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_202)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4f57446fa446468a87601154f59fb126_202)] [added: Inspections](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_208)] | | | [removed: [83](#i4f57446fa446468a87601154f59fb126_202)] [added: [82](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_208)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4f57446fa446468a87601154f59fb126_208)] [added: Governance](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_214)] | | | [removed: [84](#i4f57446fa446468a87601154f59fb126_208)] [added: [83](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_214)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i4f57446fa446468a87601154f59fb126_208)] [added: Compensation](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_214)] | | | [removed: [84](#i4f57446fa446468a87601154f59fb126_208)] [added: [83](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_214)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4f57446fa446468a87601154f59fb126_208)] [added: Matters](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_214)] | | | [removed: [84](#i4f57446fa446468a87601154f59fb126_208)] [added: [83](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_214)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4f57446fa446468a87601154f59fb126_208)] [added: Independence](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_214)] | | | [removed: [84](#i4f57446fa446468a87601154f59fb126_208)] [added: [83](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_214)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i4f57446fa446468a87601154f59fb126_208)] [added: Services](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_214)] | | | [removed: [84](#i4f57446fa446468a87601154f59fb126_208)] [added: [83](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_214)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i4f57446fa446468a87601154f59fb126_214)] [added: Schedules](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_220)] | | | [removed: [85](#i4f57446fa446468a87601154f59fb126_214)] [added: [84](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_220)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i4f57446fa446468a87601154f59fb126_220)] [added: Summary](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_226)] | | | [removed: [90](#i4f57446fa446468a87601154f59fb126_220)] [added: [89](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_226)] | | |

The Company has instituted a Cybersecurity Awareness Month program and [added: utilizes various methodologies throughout] the [removed: Cybersecurity Champion Network] [added: year] for [removed: continuous improvement via trainings and] continued awareness on emerging cybersecurity risks.

[removed: The incidents did not] [added: To date, the risks from cybersecurity threats] have [added: not had] a material impact on our business, operations or financial results.

Cybersecurity risks are overseen by the [removed: Audit] [added: Risk and Public Policy] Committee of the Board.

The Senior Vice-President and Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”) provide [removed: ongoing and continuing] [added: periodic] reports to the [removed: Audit] [added: Risk and Public Policy] Committee, which includes information about cyber-risk management, the effectiveness of the Company’s cybersecurity framework, and benchmarking the Company against its industry peers.

The Company also has a Chief Product Security Officer (“CPSO”) who manages [removed: imbedding] [added: embedding] cybersecurity in the Company’s products and services as they are being developed.

The Company also conducts ongoing cyber security reviews which [removed: includes] [added: include] updates on the Company’s enterprise cybersecurity risk and product cybersecurity risk.

Throughout the year, as appropriate, in addition to regularly scheduled updates, the [removed: Audit] [added: Risk and Public Policy] Committee, CIO, and CISO maintain an ongoing dialogue regarding the Company’s cybersecurity risk and posture.

During 2022, the Company detected a cyber-security incident which impacted the Company’s network.

The Company promptly activated incident response protocols and completed a thorough investigation.

The following table provides certain summary information about the principal facilities owned or leased by the Company as of December 31, [removed: 2024.][added: 2025.]

| [removed: Bihar,] [added: Marhowrah,] India | | | | | | Manufacturing/Warehouse/Office | | | | | | Freight | | | | | | Own/Lease | | | | | | 500,000 | | |

| [removed: Doncaster,] [added: Barton,] UK | | | | | | Manufacturing/Warehouse/Office | | | | | | Transit | | | | | | [removed: Own] [added: Lease] | | | | | | [removed: 330,000] [added: 500,000] | | |

| Bangalore, India | | | | | | Office | | | | | | Corporate | | | | | | Lease | | | | | | [removed: 171,000] [added: 210,000] | | |

| Quebec City, Canada | | | | | | Manufacturing/Warehouse/Office | | | | | | Freight | | | | | | Own | | | | | | 160,000 | | |

The Common Stock of the Company is listed on the New York Stock Exchange under the symbol “WAB.” As of February [removed: 7, 2025,] [added: 9, 2026,] there were [removed: 170,848,147] [added: 170,517,190] shares of Common Stock outstanding held by approximately [removed: 90,831] [added: 85,056] holders of record.

The Company has historically paid quarterly dividends to shareholders, subject to quarterly approval by our Board of Directors, currently at a rate of approximately [removed: $171] [added: $212] million annually.

The graph below compares the total stockholder return through December 31, [removed: 2024,] [added: 2025,] of Wabtec’s common stock to (i) the S&P 500, (ii) the S&P 500 Industrials and, (iii) our peer group of manufacturing companies which consists of the following publicly traded companies: AGCO, AMETEK, CSX, Dover, Eaton Corporation, Emerson Electric, Illinois Tool Works, Ingersoll Rand Inc., Jacobs Solutions Inc., Norfolk Southern Corporation, Oshkosh Corporation, Parker-Hannifin Corporation, Rockwell Automation Inc., Snap-on Incorporated, Stanley Black & Decker Inc., Textron, Inc., The Timken Company, The TransDigm Group, and Xylem.

[removed: ][added: ]

[removed: (1)] On [removed: December 3, 2024,] [added: February 6, 2026,] the Board of Directors [removed: authorized an additional $1.0 billion to] [added: reauthorized] the [removed: Company's existing] stock repurchase program [added: and refreshed the amount available] for stock repurchases [added: to $1.2 billion] of the Company’s outstanding shares.

No time limit was set for the completion of the [removed: program] [added: program,] which conforms to the requirements under the [removed: 2022 Credit Agreement,] [added: agreements governing] the [removed: 2024 Credit Agreement] [added: Company's credit facilities] and the indentures for the Senior Notes currently outstanding.

[added: (1)] As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: $1.0 billion] [added: $777 million] was remaining under the [added: Company's] stock repurchase plan.

This graph assumes that the investment in the Company’s common stock, peer group and each index was $100 on December 31, 2020 and that all dividends were reinvested.

The following table summarizes stock performance graph data points in dollars:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, | | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | | | | | 2024 | | | | | | 2025 | | |

| Westinghouse Air Brake Technologies | | | | | | $ | 100.00 | | | | | $ | 126.53 | | | | | $ | 137.97 | | | | | $ | 176.52 | | | | | $ | 264.98 | | | | | $ | 299.81 | |

| S&P 500 Industrials (Sector) (TR) | | | | | | $ | 100.00 | | | | | $ | 121.12 | | | | | $ | 114.48 | | | | | $ | 135.24 | | | | | $ | 158.87 | | | | | $ | 189.72 | |

| S&P 500 Index - Total Return | | | | | | $ | 100.00 | | | | | $ | 128.71 | | | | | $ | 105.40 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.16 | |

| Peer Group | | | | | | $ | 100.00 | | | | | $ | 125.76 | | | | | $ | 111.17 | | | | | $ | 139.12 | | | | | $ | 159.98 | | | | | $ | 178.86 | |

| October 2025 | | | | | | 76,137 | | | | | | $ | 197.01 | | | | | 76,137 | | | | | | $ | 837 | |

| November 2025 | | | | | | 295,761 | | | | | | $ | 202.87 | | | | | 295,761 | | | | | | $ | 777 | |

| December 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 777 | |

| Total quarter ended December 31, 2025 | | | | | | 371,898 | | | | | | $ | 201.67 | | | | | 371,898 | | | | | | $ | 777 | |

This new stock repurchase authorization supersedes the previous authorization of $1.0 billion, of which approximately $760 million remained at the reauthorization date.

For 2024, changes to the Peer Group were made for better industry alignment and financial comparability considerations.

| October 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 123 | |

| November 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 123 | |

| December 2024 | | | | | | 609,972 | | | | | | $ | 201.64 | | | | | 609,972 | | | | | | $ | 1,000 | |

| Total quarter ended December 31, 2024 | | | | | | 609,972 | | | | | | $ | 201.64 | | | | | 609,972 | | | | | | $ | 1,000 | |

This new authorization provides an additional $1.0 billion that became available for repurchases after the remaining availability as of December 3, 2024 was expended.

[removed: Ltd., Fanox Electronic, S.L., Kompozitum s.r.o.,] [added: During 2025, the Company completed the acquisitions of Continental Railworks Technology I Inc., Dotnetix Proprietary Limited] and [removed: Bloom Engineering Holdings, Inc. Management] [added: Dotnetix SA Proprietary Limited, Evident's Inspection Technologies Division, and Frauscher Sensor Technology Group GmbH, and] is currently integrating the acquisitions into its operations, compliance programs and internal control processes and as such, has excluded the acquisitions from its assessment of internal controls over financial reporting as of December 31, [removed: 2024.][added: 2025.]

The acquisitions are all subsidiaries whose combined total assets represent [removed: 1.3%] [added: 2.4%] and combined net sales represent [removed: 0.1%] [added: 2.5%] of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2024.][added: 2025.]

Based on its assessment, Management has concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria in Internal Control-Integrated Framework issued by the COSO.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in their report which is included herein.

We have audited the accompanying consolidated balance sheets of Westinghouse Air Brake Technologies Corporation (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, cash flows and shareholders' equity for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 12, 2025] [added: 13, 2026] expressed an unqualified opinion thereon.

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [removed: the] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| *Description of the Matter* | | | As described in Note 2 to the consolidated financial statements, the Company has long-term customer arrangements involving the design and production of highly engineered products that require revenue to be recognized over time. The Company uses input-based measures for determining the amount of revenue, cost, and gross margin to recognize over time for these customer arrangements. The [removed: input methods] [added: inputs] used for these arrangements include costs of material and labor. During the year ended December 31, [removed: 2024,] [added: 2025,] a material amount of the Company's total revenues were derived from performance obligations that are satisfied over time. Auditing the Company's measurement of revenue recognized over time on long-term contracts is especially challenging because it involves subjective management assumptions regarding the estimated remaining costs of the long-term contracts that could span several years. These assumptions could be impacted by the future cost of materials, labor availability and productivity, complexity of the work to be performed, and the performance of suppliers, customers and subcontractors that may be associated with the contracts and may be affected by future market or economic conditions. | | |

[removed: February 12, 2025][added: *2025*]

We have audited Westinghouse Air Brake Technologies Corporation’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Westinghouse Air Brake Technologies Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

As indicated in the accompanying Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: Tehnika Pty Ltd Australia, Fanox Electronic, S.L., Kompozitum s.r.o, and Bloom Engineering Holdings,] [added: Continental Railworks Technology I] Inc., [added: Dotnetix Proprietary Limited and Dotnetix SA Proprietary Limited, Evident's Inspection Technologies Division, and Frauscher Sensor Technology Group GmbH,] which are included in the [removed: 2024] [added: 2025] consolidated financial statements of the Company and constituted [removed: 1.3%] [added: 2.4%] of total assets as of December 31, [removed: 2024] [added: 2025] and [removed: 0.1%] [added: 2.5%] of net sales, for the year then ended.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, cash flows and shareholders’ equity for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(2) and our report dated February [removed: 12, 2025] [added: 13, 2026] expressed an unqualified opinion thereon.

| In millions, except par value | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Cash, cash equivalents and restricted cash | | | | | | $ | [removed: 715] [added: 789] | | | | | $ | [removed: 620] [added: 715] | |

| Accounts receivable | | | | | | [removed: 1,152] [added: 1,410] | | | | | | [removed: 1,160] [added: 1,152] | | |

| Unbilled accounts receivable | | | | | | [removed: 550] [added: 487] | | | | | | [removed: 524] [added: 550] | | |

| Inventories, net | | | | | | [removed: 2,314] [added: 2,745] | | | | | | [removed: 2,284] [added: 2,314] | | |

| Other current assets | | | | | | [removed: 212] [added: 263] | | | | | | [removed: 267] [added: 212] | | |

| Total current assets | | | | | | [removed: 4,943] [added: 5,694] | | | | | | [removed: 4,855] [added: 4,943] | | |

| Property, plant and equipment, net | | | | | | [removed: 1,447] [added: 1,616] | | | | | | [removed: 1,485] [added: 1,447] | | |

| Goodwill | | | | | | [removed: 8,710] [added: 10,216] | | | | | | [removed: 8,780] [added: 8,710] | | |

| Other intangible assets, net | | | | | | [removed: 2,934] [added: 3,838] | | | | | | [removed: 3,205] [added: 2,934] | | |

| Other noncurrent assets | | | | | | [removed: 668] [added: 705] | | | | | | [removed: 663] [added: 668] | | |

| Total noncurrent assets | | | | | | [removed: 13,759] [added: 16,375] | | | | | | [removed: 14,133] [added: 13,759] | | |

| Total Assets | | | | | | $ | [removed: 18,702] [added: 22,069] | | | | | $ | [removed: 18,988] [added: 18,702] | |

| Accounts payable | | | | | | $ | [removed: 1,300] [added: 1,402] | | | | | $ | [removed: 1,250] [added: 1,300] | |

| Customer deposits | | | | | | [removed: 693] [added: 1,015] | | | | | | [removed: 804] [added: 693] | | |

| Accrued compensation | | | | | | [removed: 425] [added: 490] | | | | | | [removed: 341] [added: 425] | | |

| Accrued warranty | | | | | | [removed: 248] [added: 266] | | | | | | [removed: 220] [added: 248] | | |

| Current portion of long-term debt | | | | | | [removed: 500] [added: 1,250] | | | | | | [removed: 781] [added: 500] | | |

| Other accrued liabilities | | | | | | [removed: 626] [added: 727] | | | | | | [removed: 660] [added: 626] | | |

| Total current liabilities | | | | | | [removed: 3,792] [added: 5,150] | | | | | | [removed: 4,056] [added: 3,792] | | |

| Long-term debt | | | | | | [removed: 3,480] [added: 4,291] | | | | | | [removed: 3,288] [added: 3,480] | | |

| [removed: Accrued postretirement] [added: Pension] and [removed: pension benefits] [added: postretirement obligations] | | | | | | [removed: 58] [added: 14] | | | | | | [removed: 62] [added: 13] | | |

| Deferred income taxes | | | | | | [removed: 376] [added: 606] | | | | | | [removed: 318] [added: 376] | | |

| Other long-term liabilities | | | | | | [removed: 863] [added: 832] | | | | | | [removed: 740] [added: 921] | | |

| | | | Valuation of Customer Relationships Intangible Asset in the Acquisition of Evident’s Inspection Technologies Division | | |

| *Description of the Matter* | | | As discussed in Note 3 to the consolidated financial statements, on July 1, 2025, the Company acquired Evident’s Inspection Technologies division (“Inspection Technologies”). The transaction was accounted for under the acquisition method of accounting. The Company preliminarily determined the fair value of the identified customer relationships intangible asset to be $411 million using an income approach. Auditing the Company’s valuation of the acquired customer relationships intangible asset was complex due to estimation uncertainty in determining the fair value. The estimation uncertainty was primarily due to the sensitivity of the fair value of the customer relationships intangible asset to underlying assumptions about the future performance of the acquired Inspection Technologies business. The significant assumptions used to estimate the fair value of the customer relationships intangible asset included a discount rate and certain assumptions that form the basis of the forecasted results (future revenue and earnings before interest, taxes, depreciation, and amortization margin). These significant assumptions are forward looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to estimate the fair value of the acquired customer relationships intangible asset. We also tested controls over management’s review of the significant assumptions used in the fair value calculation described above and management’s review of the valuation model. To test the estimated fair value of the acquired customer relationships intangible asset, our audit procedures included, among others, evaluating the Company's use of the income approach, testing the significant assumptions described above, and testing the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. For example, we compared the significant assumptions used by management to observable market data, current industry and economic trends, and actual operating results realized subsequent to the acquisition. We also performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of customer relationships intangible asset resulting from changes in the significant assumptions. In addition, we involved our valuation specialists to assist in our evaluation of the methodologies and certain significant assumptions used by the Company, such as the discount rate. | | |

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Continental Railworks Technology I Inc., Dotnetix Proprietary Limited and Dotnetix SA Proprietary Limited, Evident's Inspection Technologies Division, and Frauscher Sensor Technology Group GmbH.

| Net income attributable to Wabtec shareholders | | | | | | $ | 1,170 | | | | | $ | 1,056 | | | | | $ | 815 | |

| Net gain on mark-to-market derivatives | | | | | | (19) | | | | | | — | | | | | | — | | |

| Settlement of foreign currency derivatives related to acquisition | | | | | | 20 | | | | | | — | | | | | | — | | |

| Stock repurchase | | | | | | — | | | | | | — | | | | | | — | | | | | | (1.1) | | | | | | (224) | | | | | | — | | | | | | — | | | | | | — | | | | | | (224) | | |

| Treasury stock retirement | | | | | | (55.0) | | | | | | (1) | | | | | | — | | | | | | 55.0 | | | | | | 3,305 | | | | | | (3,304) | | | | | | — | | | | | | — | | | | | | — | | |

| Distribution to noncontrolling interest | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6) | | | | | | (6) | | |

| Balance at December 31, 2025 | | | | | | 171.9 | | | | | | $ | 1 | | | | | $ | 8,069 | | | | | (1.3) | | | | | | $ | (190) | | | | | $ | 3,878 | | | | | $ | (616) | | | | | $ | 48 | | | | | $ | 11,190 | |

Business Combinations The Company accounts for business acquisitions under the acquisition method of accounting, in accordance with ASC 805, Business Combinations, which requires the purchase price of the acquired business to be allocated to tangible and intangible assets acquired and liabilities assumed based on the respective fair values.

The amount of purchase price which is in excess of the fair value of assets acquired and liabilities assumed is recognized as goodwill.

These

Revolving Receivables Program Effective January 1, 2025, the Company utilizes its Revolving Receivables Program to request borrowings from a financial institution against certain collateralized receivables for up to $350 million.

During the third quarter of 2025, the Company amended the Revolving Receivables Program to increase its availability from $350 million to up to $450 million.

The Company and certain of its subsidiaries (the "Originators") contribute receivables to our bankruptcy-remote subsidiary, which can then be collateralized on a recurring basis.

As customers pay their balances, we transfer additional receivables into the program.

Proceeds and remittances of receivables sold under the program prior to January 1, 2025 are classified as Operating activities on our Consolidated Statement of Cash Flows.

For the years ended December 31, 2024 and 2023, the net cash proceeds remitted to the financial institution were $20 million and $60 million, respectively.

Accounting Standards Recently Issued In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, *Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*.

Treasury Stock The Company records treasury stock purchases at cost.

The cost of shares repurchased is recorded as a reduction of stockholders' equity.

The retirement of treasury stock is recognized as a deduction from common stock for the shares' par value and any excess over par as a deduction from retained earnings.

During the first quarter of 2025, the Company retired 55 million shares of treasury stock.

On December 1, 2025, Wabtec acquired Frauscher Sensor Technology Group GmbH ("Frauscher"), a global market leader in train detection, wayside object control solutions and axle counting systems for approximately $792 million.

The acquisition positions Wabtec for accelerated, profitable growth, and further strengthens the Company’s product portfolio by adding highly attractive and complementary railway signaling technologies.

Frauscher reports within the Digital Intelligence product line of the Freight Segment.

The acquisition was funded with a combination of cash on hand, proceeds from the 2025 Term Credit Agreement and borrowings under other sources of available liquidity.

| Goodwill | | | | | | 368 | | |

As of December 31, 2025, the measurement period remains open, and the Company has not finalized the purchase accounting for the acquisition.

Certain information necessary to complete the purchase price allocation is not yet available, including, but not limited to, valuations of assets acquired and liabilities assumed and final income tax computations.

The amounts recognized for the assets acquired and liabilities assumed are provisional and may be adjusted as the Company continues to obtain and evaluate information about facts and circumstances that existed as of the acquisition date and complete the valuations of assets acquired and liabilities assumed, consistent with the measurement‑period guidance in ASC 805.

Any necessary adjustments will be finalized within one year from the date of acquisition, once the Company has received the necessary information.

The fair value of these intangibles are preliminary in nature and subject to adjustments, which could be material as the Company has not completed its valuation of acquired assets and liabilities.

The net sales and results of operations subsequent to the acquisition date were not material to the Company’s consolidated net sales or results of operations.

On July 1, 2025, Wabtec acquired 100% ownership in Evident’s Inspection Technologies division ("Inspection Technologies") for approximately $1.788 billion.

The acquisition was funded with a combination of cash on hand, proceeds from the 2035 Notes, and borrowings under other sources of available liquidity.

The following table summarizes the preliminary fair value of the Inspection Technologies assets acquired and liabilities assumed:

| Accounts receivable | | | | | | 73 | | |

During 2024, the Company completed the acquisitions of Tehnika Pty.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Tehnika Pty Ltd Australia, Fanox Electronic, S.L., Kompozitum s.r.o, and Bloom Engineering Holdings, Inc.

| | | | | | | December 31, | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, December 31, 2021 | | | | | | 226.9 | | | | | | $ | 2 | | | | | $ | 7,916 | | | | | (41.1) | | | | | | $ | (1,306) | | | | | $ | 4,055 | | | | | $ | (466) | | | | | $ | 38 | | | | | $ | 10,239 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 633 | | | | | | — | | | | | | 8 | | | | | | 641 | | |

| Stock repurchase | | | | | | — | | | | | | — | | | | | | — | | | | | | (5.0) | | | | | | (473) | | | | | | — | | | | | | — | | | | | | — | | | | | | (473) | | |

Noncontrolling Interests In accordance with ASC 810, the Company has classified noncontrolling interests as equity on our Consolidated Balance Sheets.

Net income attributable to noncontrolling interests was not material for the years ended December 31, 2024, 2023 and 2022.

opportunities and any other information that could impact the Company’s estimates of revenue and costs.

As customers pay their balances, we transfer additional receivables into the program, which could result in our gross receivables sold being higher or lower than customer collections remitted to the financial institution for any applicable period.

No obligation was recorded at December 31, 2024 or 2023 as the estimated expected credit losses on receivables sold is insignificant.

The following table sets forth a summary of receivables sold and the resulting impact of net cash processed included in cash from operations:

| Gross receivables sold/cash proceeds received | | | | | | $ | 926 | | | | | $ | 2,617 | | | | | $ | 1,761 | |

| Customer collections remitted to financial institution | | | | | | (946) | | | | | | (2,677) | | | | | | (1,701) | | |

| Net cash proceeds (remitted) received included in cash from operations | | | | | | $ | (20) | | | | | $ | (60) | | | | | $ | 60 | |

During the fourth quarter of 2024, the revolving receivables program agreement was amended to allow us to request loans from the financial institution secured by the receivables held in the program, up to the $350 million limit.

Deferred pre-production costs were $52 million and $61 million at December 31, 2024 and 2023, respectively which are included in Other noncurrent assets on the Consolidated Balance Sheets.

cars in their operations, such as utility and chemical companies, as well as companies in the mining, marine and industrial markets.

The resulting new annual disclosure requirements will be reflected in our 2025 report on Form 10-K.

Accounting Standards Recently Adopted In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*.

The amendments in this update are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition to the current requirements, the amendments specify additional information be provided about the chief operating decision maker ("CODM") as well as disaggregated expense categories, to the extent that the CODM utilizes such data in deciding how to allocate resources.

The amendments require increased interim and annual disclosures on current and comparable reporting periods presented in annual and interim company filings.

| Goodwill | | | | | | 111 | | |

The results of this business since the date of acquisition are reported within the Equipment product line of the Freight Segment.

During 2022, the Freight Segment made three strategic acquisitions for a combined purchase price of $89 million, net of cash acquired.

Two of the acquisitions are reported in the Digital Intelligence product line and one is reported in the Services product line.

Each of the acquisitions in 2022 are individually and collectively immaterial.

| Balance at December 31, 2022 | | | | | | $ | 7,067 | | | | | $ | 1,441 | | | | | $ | 8,508 | |

| Additions | | | | | | 215 | | | | | | — | | | | | | 215 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2025 | | | | | | $ | 277 | |

| 4.15% Senior Notes, due 2024 | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 725 | | | | | | 722 | | |

| 2025 | | | $ | 500 | |

| 2026 | | | 750 | | |

| 2027 | | | 770 | | |

| 2028 | | | 1,250 | | |

| Thereafter | | | 500 | | |

Wabtec’s principal executive officer and its principal financial officer have evaluated the effectiveness of Wabtec’s “disclosure controls and procedures,” (as defined in Exchange Act Rule 13a-15(e)) as of December 31, [removed: 2024.][added: 2025.]

There was no change in Wabtec’s “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, [removed: 2024,] [added: 2025,] that has materially affected, or is reasonably likely to materially affect, Wabtec’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting is included in Part II, Item 8 of this report on page [removed: [42](#i4f57446fa446468a87601154f59fb126_79)] [added: [42](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_79)] and is incorporated by reference herein.

Ernst & Young LLP's attestation report on internal control over financial reporting is included on Part II, Item 8 of this report on page [removed: [45](#i4f57446fa446468a87601154f59fb126_85)] [added: [46](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_85)] and is incorporated by reference herein.

On November [removed: 26, 2024,] [added: 19, 2025,] Rafael Santana, Wabtec’s President and Chief Executive Officer, entered into a stock trading plan (the “Plan”) designed to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Under the terms of the [removed: plan,] [added: Plan, up to 4,761] shares may be sold from February [removed: 26, 2025] [added: 2026] to [removed: August 21, 2025.][added: February 2027.]

Two types of shares are being sold: (i) up to [removed: 10,640] [added: 11,630] shares jointly owned by Mr. Santana and his [removed: spouse,] [added: spouse] and (ii) shares issued to Mr. Santana with respect to the [removed: three year] [added: three-year] performance units granted to him on [removed: February 28, 2022] [added: March 2, 2023,] that [removed: will] vest on March 31, [removed: 2025.][added: 2026.]

A performance unit is equal to a share of Wabtec common [removed: stock] [added: stock,] and the number of performance units granted to Mr. Santana on [removed: February 28, 2022] [added: March 2, 2023] was [removed: 53,012.][added: 60,852.]

The maximum number of shares that may be issued to Mr. Santana with respect to these performance units is [removed: 200%,] [added: 184%,] net of shares traded or withheld for tax or other reasons.

On November 5, 2025, Greg Sbrocco, Wabtec’s Executive Vice President, Global Operations, entered into a stock trading plan (the “Plan”) designed to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Under the terms of the Plan, shares may be sold from March 2026 to August 2026.

In accordance with the provisions of General Instruction G(3) to Form 10-K, the information required by Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence) and Item 14 (Principal Accounting Fees and Services) is incorporated herein by reference from the Company’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May [removed: 15, 2025,] [added: 12, 2026,] except for the Equity Compensation Plan Information required by Item 12, which is set forth in the table below.

The definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2024.][added: 2025.]

This table provides aggregate information as of December 31, [removed: 2024] [added: 2025] concerning equity awards under Wabtec’s compensation plans and arrangements.

| Plan Category | | | | | | [removed: (a) Number] [added: (a) Number] of securities [removed: to be] [added: to be] issued upon [removed: exercise of] [added: exercise of] outstanding options, warrants and [removed: rights] [added: rights(1)] | | | | | | [removed: (b) Weighted-average exercise] [added: (b) Weighted-average exercise] price [removed: of outstanding options] [added: of outstanding options] warrants and [removed: rights] [added: rights(1)] | | | | | | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | |

| Equity compensation plans approved by shareholders | | | | | | 746,715 | | | | | | $ | 77.62 | | | | | 3,962,720 | | |

| Total | | | | | | 746,715 | | | | | | $ | 77.62 | | | | | 3,962,720 | | |

(1) Includes outstanding options, performance units and restricted stock units but does not include outstanding restricted stock awards.

The weighted-average exercise price in column (b) does not take outstanding performance units or restricted stock units into account because those awards do not have an exercise price.

| Equity compensation plans approved by shareholders | | | | | | 900,000 | | | | | | $ | 77.79 | | | | | 4,400,000 | | |

| Total | | | | | | 900,000 | | | | | | $ | 77.79 | | | | | 4,400,000 | | |

| | | | [Management’s Reports to Westinghouse Air Brake Technologies Corporation [removed: Shareholders](#i4f57446fa446468a87601154f59fb126_79)] [added: Shareholders](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_79)] | | | [removed: [42](#i4f57446fa446468a87601154f59fb126_79)] [added: [42](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_79)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i4f57446fa446468a87601154f59fb126_82)] [added: Firm](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_82)] (PCAOB ID: 42, Pittsburgh, Pennsylvania) | | | [removed: [43](#i4f57446fa446468a87601154f59fb126_82)] [added: [43](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_82)] | | |

| | | | [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i4f57446fa446468a87601154f59fb126_85)] [added: Reporting](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_85)] | | | [removed: [45](#i4f57446fa446468a87601154f59fb126_85)] [added: [46](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_85)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 202](#i4f57446fa446468a87601154f59fb126_88)[4](#i4f57446fa446468a87601154f59fb126_88)] [added: 202](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_88)[5](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_88)] [and [removed: 20](#i4f57446fa446468a87601154f59fb126_88)23] [added: 20](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_88)24] | | | [removed: [47](#i4f57446fa446468a87601154f59fb126_88)] [added: [48](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_88)] | | |

| | | | [Consolidated Statements of Income for the three years ended December 31, [removed: 202](#i4f57446fa446468a87601154f59fb126_94)[4](#i4f57446fa446468a87601154f59fb126_94)[, 202](#i4f57446fa446468a87601154f59fb126_94)[3](#i4f57446fa446468a87601154f59fb126_94)] [added: 202](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_94)[5](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_94)[, 202](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_94)[4](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_94)] [and [removed: 20](#i4f57446fa446468a87601154f59fb126_94)22] [added: 20](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_94)23] | | | [removed: [48](#i4f57446fa446468a87601154f59fb126_94)] [added: [49](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_94)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 202](#i4f57446fa446468a87601154f59fb126_97)[4](#i4f57446fa446468a87601154f59fb126_97)[, 202](#i4f57446fa446468a87601154f59fb126_97)[3](#i4f57446fa446468a87601154f59fb126_97)] [added: 202](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_97)[5](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_97)[, 202](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_97)[4](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_97)] [and [removed: 20](#i4f57446fa446468a87601154f59fb126_97)22] [added: 20](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_97)23] | | | [removed: [49](#i4f57446fa446468a87601154f59fb126_97)] [added: [50](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_97)] | | |

| | | | [Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 202](#i4f57446fa446468a87601154f59fb126_100)[4](#i4f57446fa446468a87601154f59fb126_100)[, 202](#i4f57446fa446468a87601154f59fb126_100)[3](#i4f57446fa446468a87601154f59fb126_100)] [added: 202](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_100)[5](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_100)[, 202](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_100)[4](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_100)] [and [removed: 20](#i4f57446fa446468a87601154f59fb126_100)22] [added: 20](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_100)23] | | | [removed: [50](#i4f57446fa446468a87601154f59fb126_100)] [added: [51](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_100)] | | |

| | | | [Consolidated Statements of Shareholders’ Equity for the three years ended December 31, [removed: 202](#i4f57446fa446468a87601154f59fb126_103)[4](#i4f57446fa446468a87601154f59fb126_103)[, 202](#i4f57446fa446468a87601154f59fb126_103)[3](#i4f57446fa446468a87601154f59fb126_103)] [added: 202](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_103)[5](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_103)[, 202](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_103)[4](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_103)] [and [removed: 20](#i4f57446fa446468a87601154f59fb126_103)22] [added: 20](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_103)23] | | | [removed: [51](#i4f57446fa446468a87601154f59fb126_103)] [added: [52](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_103)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i4f57446fa446468a87601154f59fb126_109)] [added: Statements](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_109)] | | | [removed: [52](#i4f57446fa446468a87601154f59fb126_109)] [added: [53](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_109)] | | |

| | | | [Schedule II—Valuation and Qualifying [removed: Accounts](#i4f57446fa446468a87601154f59fb126_217)] [added: Accounts](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_223)] | | | [removed: [90](#i4f57446fa446468a87601154f59fb126_217)] [added: [89](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_223)] | | |

| [removed: 4.16] [added: 4.25] | | | [removed: [Eleventh Supplement] [added: [Fourteenth Supplemental] Indenture, dated [removed: June] [added: May] 29, [removed: 2020,] [added: 2025,] by and among the Company, the [added: subsidiary] guarantors party [removed: thereto and] [added: thereto, Computershare Trust Company, National Association (as successor to] Wells Fargo Bank, National [added: Association) and U.S. Bank Trust Company, National] Association, as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/943452/000114036120015073/ex4_4.htm)] [added: trustee for the Notes.](https://www.sec.gov/Archives/edgar/data/943452/000114036125020758/ny20048743x7_ex4-3.htm)] | | | [removed: 25] [added: 37] | | |

| [removed: 4.17] [added: 4.26] | | | [Form of [removed: 3.200%] [added: 4.900%] Senior Note due [removed: 2025] [added: 2030 (including the Notation of Guarantee)] (included in Exhibit [removed: 4.16)](https://www.sec.gov/Archives/edgar/data/943452/000114036120015073/ex4_4.htm)] [added: 4.25).](https://www.sec.gov/Archives/edgar/data/943452/000114036125020758/ny20048743x7_ex4-3.htm)] | | | [removed: 25] [added: 37] | | |

| 4.18 | | | [Description of Wabtec Common Stock registered pursuant to Section 12 of the Securities Act of [removed: 1934](#i4f57446fa446468a87601154f59fb126_1)] [added: 1934](#ieaf0b2f3d7ae4fe48787c8d9b1b2f062_1)] | | | 1 | | |

| 10.5 | | | [Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as amended *](https://www.sec.gov/Archives/edgar/data/943452/000119312512094184/d309440ds8pos.htm) [removed: [*](https://www.sec.gov/Archives/edgar/data/943452/000119312506079330/ddef14a.htm)] [added: [*](https://www.sec.gov/Archives/edgar/data/943452/000119312512094184/d309440ds8pos.htm)] | | | 33 | | |

| 10.10 | | | [Form of Employment Continuation Agreement entered into by the Company [removed: with Nicole Theophilus, Michael] [added: with](https://www.sec.gov/Archives/edgar/data/943452/000119312509143629/dex101.htm) [Michael] E. [removed: Fetsko, and] [added: Fetsko](https://www.sec.gov/Archives/edgar/data/943452/000119312509143629/dex101.htm) [and] John A Mastalerz Jr.*](https://www.sec.gov/Archives/edgar/data/943452/000119312509143629/dex101.htm) | | | 7 | | |

| [removed: 10.15] [added: 10.26] | | | [removed: [Amendment] [added: [Amended] and [removed: Restatement] [added: Restated Credit] Agreement, dated as of [removed: August 15, 2022,] [added: April 23, 2025,] among Westinghouse Air Brake Technologies Corporation, Wabtec Transportation Netherlands [removed: BV,] [added: B.V. and] the other [removed: loan parties hereto, the lenders] [added: borrowing subsidiaries] party thereto, the [removed: issuing banks thereto, the swingline lender] [added: lenders party thereto] and PNC Bank, National Association as administrative [removed: agent (including the Amended and Restated Credit Agreement, as Annex I thereto).](https://www.sec.gov/Archives/edgar/data/943452/000162828022027500/wabtecex1013q22.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/943452/000114036125015779/ef20047922_ex10-1.htm)] | | | [removed: 28] [added: 38] | | |

| 10.16 | | | [Letter of Offer of Employment with Nicole Theophilus, dated July 9, 2024*](https://www.sec.gov/Archives/edgar/data/943452/000162828025005100/wabex1016.htm) | | | [removed: 1] [added: 3] | | |

| 10.18 | | | [Form of Severance and Employment Continuation Agreement entered into by the Company with John Olin, David DeNinno, Pascal [removed: Schweitzer,](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-2.htm) [Eric Gebhardt](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-2.htm)[,](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-2.htm) [and] [added: Schweitzer, Eric Gebhardt, and] Nicole [removed: Theophilus](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-2.htm)[*](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-2.htm)] [added: Theophilus*](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-2.htm)] | | | 26 | | |

| 19.1 | | | [Wabtec Corporation Insider Trading Policy [removed: dated February 8, 2024](https://www.sec.gov/Archives/edgar/data/943452/000162828025005100/wabex191.htm)] [added: dated](https://www.sec.gov/Archives/edgar/data/943452/000162828026008067/wabex1911.htm) [April 2](https://www.sec.gov/Archives/edgar/data/943452/000162828026008067/wabex1911.htm)[, 20](https://www.sec.gov/Archives/edgar/data/943452/000162828026008067/wabex1911.htm)[25](https://www.sec.gov/Archives/edgar/data/943452/000162828026008067/wabex1911.htm)] | | | 1 | | |

| 21.0 | | | [List of subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/943452/000162828025005100/wabex210-10k2024.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/943452/000162828026008067/wabex210-10k2025.htm)] | | | 1 | | |

| 22.0 | | | [List of Subsidiary [removed: Guarantors](https://www.sec.gov/Archives/edgar/data/943452/000162828025005100/wabex220-10k2024.htm)] [added: Guarantors](https://www.sec.gov/Archives/edgar/data/943452/000162828026008067/wabex220-10k2025.htm)] | | | 1 | | |

| 23.1 | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/943452/000162828025005100/wabex231-10k2024.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/943452/000162828026008067/wabex231-10k2025.htm)] | | | 1 | | |

| 31.1 | | | [Rule 13a-14(a)/15d-14(a) [removed: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828025005100/wabex311-10k2024.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828026008067/wabex311-10k2025.htm)] | | | 1 | | |

| 31.2 | | | [Rule 13a-14(a)/15d-14(a) [removed: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828025005100/wabex312-10k2024.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828026008067/wabex312-10k2025.htm)] | | | 1 | | |

| 32.1 | | | [Section 1350 [removed: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828025005100/wabex321-10k2024.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828026008067/wabex321-10k2025.htm)] | | | 1 | | |

| 3 | | | Filed as an exhibit to the Company’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] (File No. [removed: 033-90866) for the period ended March 31, 2006.] [added: 033-90866), dated February 12, 2025.] | | |

| [removed: 6] [added: 37] | | | Filed as an exhibit to the [removed: Company’s Quarterly] [added: Company's Current] Report on Form [removed: 10-Q] [added: 8-K] (File No. [removed: 033-90866) for the period ended September 30, 2008.] [added: 033-90866), dated May 29, 2025.] | | |

| [removed: 13] [added: 38] | | | Filed as an exhibit to the [removed: Company’s] [added: Company's] Current Report on Form 8-K (File No. 033-90866), dated [removed: October 6,2015.] [added: April 23, 2025.] | | |

| [removed: 24] [added: 36] | | | Filed as an exhibit to the [removed: Company's Quarterly Report] [added: Company’s Registration Statement] on Form [removed: 10-Q (File] [added: S-3 (Registration] No. [removed: 033-90866),] [added: 333-275386),] dated May [removed: 9, 2019.] [added: 19, 2025.] | | |

| Allowance for doubtful accounts | | | | | | $ | [removed: 32] [added: 36] | | | | | $ | [removed: 4] [added: 7] | | | | | $ | [removed: (1)] [added: 1] | | | | | $ | [removed: (7)] [added: (12)] | | | | | $ | [removed: 28] [added: 32] | |

| Valuation allowance-taxes | | | | | | $ | [removed: 64] [added: 52] | | | | | $ | [removed: —] [added: 5] | | | | | $ | — | | | | | $ | [removed: (18)] [added: —] | | | | | $ | [removed: 46] [added: 57] | |

| 2.1 | | | \[Reserved\] | | | | | |

| 2.2 | | | \[Reserved\] | | | | | |

| 2.3 | | | \[Reserved\] | | | | | |

| 4.16 | | | \[Reserved\] | | | | | |

| 4.17 | | | \[Reserved\] | | | | | |

| 4.24 | | | [Thirteenth 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](https://www.sec.gov/Archives/edgar/data/943452/000114036125019666/ny20048743x1_ex4-18.htm)[.](https://www.sec.gov/Archives/edgar/data/943452/000114036125019666/ny20048743x1_ex4-18.htm) | | | 36 | | |

| 4.27 | | | [Form of 5.500% Senior Note due 2035 (including the Notation of Guarantee) (included in Exhibit 4.25).](https://www.sec.gov/Archives/edgar/data/943452/000114036125020758/ny20048743x7_ex4-3.htm) | | | 37 | | |

| 10.6 | | | [Separation Agreement between Wabtec Corporation and Alicia Hammersmith dated as of December 22, 2025](https://www.sec.gov/Archives/edgar/data/943452/000162828026008067/wabex106-10k2025.htm) | | | 1 | | |

| 10.9 | | | \[Reserved\] | | | | | |

| 10.15 | | | \[Reserved\] | | | | | |

| 10.17 | | | \[Reserved\] | | | | | |

| 10.20 | | | \[Reserved\] | | | | | |

| 10.21 | | | \[Reserved\] | | | | | |

| 10.23 | | | \[Reserved\] | | | | | |

| 10.25 | | | \[Reserved\] | | | | | |

| 6 | | | \[Reserved\] | | |

| 13 | | | \[Reserved\] | | |

| 14 | | | \[Reserved\] | | |

| 24 | | | \[Reserved\] | | |

| 25 | | | \[Reserved\] | | |

| 28 | | | \[Reserved\] | | |

| 31 | | | \[Reserved\] | | |

| 32 | | | \[Reserved\] | | |

| | | | | | |

| | | | | | |

| | | | | | |

| 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 2.1 | | | [Shareholder's Agreement among Financiere Faiveley S.A., FW Acquisition, LLC, and Wabtec Corporation dated as of October 6, 2015](https://www.sec.gov/Archives/edgar/data/943452/000119312515340255/d40711dex23.htm) | | | 13 | | |

| 2.2 | | | [Amendment No. 1 to Shareholder's Agreement among Financiere](https://www.sec.gov/Archives/edgar/data/943452/000119312516747971/d171024dex23.htm) Faiveley S.A., Famille Faiveley Participations, Francois Faiveley, Erwan Faiveley, and Wabtec Corporation dated as of dated as of October 24, 2016 | | | 14 | | |

| 2.3 | | | [Employee Matters Agreement among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.](https://www.sec.gov/Archives/edgar/data/943452/000114036119003790/s002675x3_ex10-3.htm) | | | 21 | | |

| 10.6 | | | [Employment Agreement with Albert J. Neupaver, dated](https://www.sec.gov/Archives/edgar/data/943452/000119312506107416/dex101.htm) [December 16, 2005](https://www.sec.gov/Archives/edgar/data/943452/000119312506107416/dex101.htm) [*](https://www.sec.gov/Archives/edgar/data/943452/000119312506107416/dex101.htm) | | | 3 | | |

| 10.9 | | | [Stock Purchase Agreement, by and among the Company, Standard Car Truck Company and Robclif, Inc., dated September 12, 2008](https://www.sec.gov/Archives/edgar/data/943452/000119312508227810/dex101.htm) | | | 6 | | |

| 10.17 | | | [Term Credit Agreement, dated as of March 14, 2024, among Westinghouse Air Brake Technologies Corporation, lenders party thereto and PNC Bank, National Association as administrative agent.](https://www.sec.gov/Archives/edgar/data/943452/000114036124013714/ef20024267_ex10-1.htm) | | | 35 | | |

| 10.20 | | | [Separation Agreement between Stephane Rambaud-Measson and Westinghouse Air Brake Technologies Corporation, dated as of February 13, 2019](https://www.sec.gov/Archives/edgar/data/943452/000162828019006382/wabex101q12019.htm) | | | 24 | | |

| 10.21 | | | [Transition Agreement between Raymond T. Betler and Westinghouse Air Brake Technologies Corporation, dated as of April 24, 2019](https://www.sec.gov/Archives/edgar/data/943452/000162828019006382/wabex102q12019.htm) | | | 24 | | |

| 10.23 | | | [Transition Agreement of Scott Wahlstrom dated as of November 25, 2020](https://www.sec.gov/Archives/edgar/data/943452/000162828021002557/wabex1020-10k2020.htm) | | | 32 | | |

| 10.25 | | | [Transition Agreement of Patrick A. Dugan, dated as of September 9, 2021](https://www.sec.gov/Archives/edgar/data/943452/000162828021020615/wabex102q32021.htm) | | | 31 | | |

| 14 | | | Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 033-90866), dated October 26, 2016. | | |

| 25 | | | Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 033-90866), dated June 29, 2020. | | |

| 28 | | | Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), dated November 1, 2022. | | |

| 31 | | | Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), for the period ended September 30, 2021. | | |

| 32 | | | Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 19, 2021. | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Date: | | | February [removed: 12, 2025] [added: 13, 2026] | | | By: | | | /S/ RAFAEL SANTANA | | |

| By | | | /S/ ALBERT J. NEUPAVER | | | February [removed: 12, 2025] [added: 13, 2026] | | |

| By | | | /S/ RAFAEL SANTANA | | | February [removed: 12, 2025] [added: 13, 2026] | | |

| By | | | /S/ JOHN A. OLIN | | | February [removed: 12, 2025] [added: 13, 2026] | | |

| By | | | /S/ JOHN A. MASTALERZ | | | February [removed: 12, 2025] [added: 13, 2026] | | |

| By | | | /S/ LINDA A. HARTY | | | February [removed: 12, 2025] [added: 13, 2026] | | |

| By | | | /S/ BEVERLEY BABCOCK | | | February [removed: 12, 2025] [added: 13, 2026] | | |

| By | | | /S/ LEE BANKS | | | February [removed: 12, 2025] [added: 13, 2026] | | |

| By | | | /S/ BYRON FOSTER | | | February [removed: 12, 2025] [added: 13, 2026] | | |

| By | | | /S/ BRIAN P. HEHIR | | | February [removed: 12, 2025] [added: 13, 2026] | | |

| By | | | /S/ ANN R. KLEE | | | February [removed: 12, 2025] [added: 13, 2026] | | |

| By | | | /S/ JUAN PEREZ | | | February [removed: 12, 2025] [added: 13, 2026] | | |

| | | | | | | | | |

| By | | | /S/ WILLIAM E. KASSLING | | | February 12, 2025 | | |

| | | | William E. Kassling, Director | | | | | |