11 unchanged sentences
OTHER INFORMATION
−Removed: None of Wabtec's Directors or Officers have adopted , terminated , or materially modified any trading plans, whether or not the plan was intended to qualify for the affirmative defense under Rule 10b5-1, during the fourth quarter ended December 31, 2023.
+Added: On November 26, 2024 , 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.
+Added: Under the terms of the plan, shares may be sold from February 26, 2025 to August 21, 2025 .
+Added: Two types of shares are being sold:
+Added: (i) up to 10,640 shares jointly owned by Mr.
+Added: Santana and his spouse, and (ii) shares issued to Mr.
+Added: Santana with respect to the three year performance units granted to him on February 28, 2022 that will vest on March 31, 2025.
+Added: A performance unit is equal to a share of Wabtec common stock and the number of performance units granted to Mr.
+Added: Santana on February 28, 2022 was 53,012.
+Added: The maximum number of shares that may be issued to Mr.
+Added: Santana with respect to these performance units is 200%, net of shares traded or withheld for tax or other reasons.
+Added: Under the Plan, 100% of the performance unit shares issued to Mr.
+Added: Santana are to be sold.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
7 unchanged sentences
In the event that we make any amendments to or waivers from this code, we will disclose the amendment or waiver and the reasons for such on our website.
+Added: We have also adopted an insider trading policy and procedures applicable to directors, officers, employees, and other covered persons, and have implemented processes applicable to us, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards of The New York Stock Exchange.
+Added: A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.
This table provides aggregate information as of December 31, 2024 concerning equity awards under Wabtec’s compensation plans and arrangements.
42 unchanged sentences
4.2 First Supplemental Indenture, dated August 8, 2013, by and between the Company and Wells Fargo Bank, National Association, as Trustee
−Removed: 4.3 Form of 4.375% Senior Note due 2023 (included in Exhibit 4.2)
+Added: 4.3 [Reserved]
4.4 Second Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee
7 unchanged sentences
4.12 Ninth Supplemental Indenture, dated September 14, 2018, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.
−Removed: 4.13 Form of 1.150% Senior Note due 2024 (included in Exhibit 4.12)
+Added: 4.13 [Reserved]
4.14 Form of 4.700% Senior Note due 2028 (included in Exhibit 4.12)
8 unchanged sentences
4.21 Form of 1.250% Notes due 2027 (included in Exhibit 4.20 hereof).
+Added: 4.22 Twelfth Supplemental Indenture, dated March 11, 2024, by and among the Company, the subsidiary guarantors party thereto, Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association) and U.S.
+Added: Bank Trust Company, National Association, as trustee for the Notes.
+Added: 4.23 Form of 5.611% Senior Note due 2034 (included in Exhibit 4.22).
10.1 Agreement of Sale and Purchase of the North American Operations of the Railway Products Group, an operating division of American Standard Inc.
8 unchanged sentences
10.6 Employment Agreement with Albert J.
−Removed: Neupaver, dated February 1, 2006 *
+Added: Neupaver, dated December 16, 2005 *
10.7 Form of Restricted Stock Agreement *
8 unchanged sentences
10.15 Amendment and Restatement Agreement, dated as of August 15, 2022, among Westinghouse Air Brake Technologies Corporation, Wabtec Transportation Netherlands BV, the other loan parties hereto, the lenders party thereto, the issuing banks thereto, the swingline lender and PNC Bank, National Association as administrative agent (including the Amended and Restated Credit Agreement, as Annex I thereto).
−Removed: 10.16 [Reserved]
−Removed: 10.17 [Reserved]
−Removed: 10.18 Form of Severance and Employment Continuation Agreement entered into by the Company with John Olin, David DeNinno, Pascal Schweitzer, and Eric Gebhardt*
+Added: 10.16 Letter of Offer of Employment with Nicole Theophilus, dated July 9, 2024*
+Added: 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.
+Added: 10.18 Form of Severance and Employment Continuation Agreement entered into by the Company with John Olin, David DeNinno, Pascal Schweitzer, Eric Gebhardt , and Nicole Theophilus *
10.19 Westinghouse Air Brake Technologies Corporation Deferred Compensation Plan for Executives, dated October 21, 2021
7 unchanged sentences
Dugan, dated as of September 9, 2021
+Added: 19.1 Wabtec Corporation Insider Trading Policy dated February 8, 2024
21.0 List of subsidiaries of the Company
4 unchanged sentences
32.1 Section 1350 Certifications
−Removed: 97.1 The Clawback Policy
+Added: 97.1 Wabtec Corporation Clawback Policy effective October 2, 2023
101.INS XBRL Instance Document.
65 unchanged sentences
033-90866), dated March 2, 2012.
+Added: 34 Filed as an exhibit to the Company's Annual Report on Form 10-K (File No.
+Added: 033-90866), dated February 14, 2024.
+Added: 35 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No.
+Added: 033-90866), dated April 24, 2024.
* Management contract or compensatory plan.
29 unchanged sentences
Signature and Title
−Removed: By / S / A LBERT J.
−Removed: February 14, 2024
+Added: By /S/ ALBERT J.
+Added: NEUPAVER February 12, 2025
Chairman of the Board
−Removed: By / S / R AFAEL S ANTANA
−Removed: February 14, 2024
+Added: By /S/ RAFAEL SANTANA February 12, 2025
Rafael Santana,
President and Chief Executive Officer and Director (Principal Executive Officer)
−Removed: By / S / J OHN A.
−Removed: February 14, 2024
+Added: By /S/ JOHN A.
+Added: OLIN February 12, 2025
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
−Removed: By / S / J OHN A.
−Removed: February 14, 2024
+Added: By /S/ JOHN A.
+Added: MASTALERZ February 12, 2025
Senior Vice President and Principal Accounting Officer
2 unchanged sentences
Lead Director
−Removed: By / S / B EVERLEY B ABCOCK
−Removed: February 14, 2024
+Added: By /S/ BEVERLEY BABCOCK February 12, 2025
Beverley Babcock,
−Removed: By / S / L EE B ANKS
−Removed: February 14, 2024
−Removed: By / S / B YRON F OSTER
−Removed: February 14, 2024
+Added: By /S/ LEE BANKS February 12, 2025
+Added: By /S/ BYRON FOSTER February 12, 2025
Byron Foster,
−Removed: By / S / B RIAN P.
−Removed: February 14, 2024
−Removed: By / S / W ILLIAM E.
−Removed: February 14, 2024
−Removed: By / S / A NN R.
−Removed: February 14, 2024
+Added: By /S/ BRIAN P.
+Added: HEHIR February 12, 2025
+Added: By /S/ WILLIAM E.
+Added: KASSLING February 12, 2025
+Added: By /S/ ANN R.
+Added: KLEE February 12, 2025
+Added: By /S/ JUAN PEREZ February 12, 2025
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.