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Item 9A. Controls and Procedures

2026-02-13 compared with 2025-02-12 · 47 added, 44 removed, 229 unchanged (28% of the section changed)

11 unchanged sentences

OTHER INFORMATION

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, up to 4,761 shares may be sold from February 2026 to February 2027 .

On November 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 plan, shares may be sold from February 26, 2025 to August 21, 2025 .

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

Two types of shares are being sold:

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Santana and his spouse and (ii) shares issued to Mr.

Santana with respect to the three year performance units granted to him on February 28, 2022 that will vest on March 31, 2025.

Santana with respect to the three-year performance units granted to him on March 2, 2023, that vest on March 31, 2026.

A performance unit is equal to a share of Wabtec common stock, and the number of performance units granted to Mr.

Santana on February 28, 2022 was 53,012.

Santana on March 2, 2023 was 60,852 .

The maximum number of shares that may be issued to Mr.

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be issued upon exercise

of outstanding options, warrants and rights (b)

of outstanding options, warrants and rights (1)

Weighted-average

exercise price of

options warrants and rights (c)

options warrants and rights (1)

Number of securities

6 unchanged sentences

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.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Schedule II—Valuation and Qualifying Accounts

2.1 Shareholder's Agreement among Financiere Faiveley S.A., FW Acquisition, LLC, and Wabtec Corporation dated as of October 6, 2015

2.2 Amendment No.

1 to Shareholder's Agreement among Financiere Faiveley S.A., Famille Faiveley Participations, Francois Faiveley, Erwan Faiveley, and Wabtec Corporation dated as of dated as of October 24, 2016

2.3 Employee Matters Agreement among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.

2.1 [Reserved]

2.2 [Reserved]

2.3 [Reserved]

2.4** Tax Matters Agreement among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.

19 unchanged sentences

4.15 Tenth Supplemental Indenture, dated June 6, 2019, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee

4.16 Eleventh Supplement Indenture, dated June 29, 2020, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee

4.17 Form of 3.200% Senior Note due 2025 (included in Exhibit 4.16)

4.16 [Reserved]

4.17 [Reserved]

4.18 Description of Wabtec Common Stock registered pursuant to Section 12 of the Securities Act of 1934

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4.23 Form of 5.611% Senior Note due 2034 (included in Exhibit 4.22).

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 .

4.25 Fourteenth Supplemental Indenture, dated May 29, 2025, by and among the Company, the subsidiary guarantors party thereto, Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association) and U.S.

Bank Trust Company, National Association, as trustee for the Notes.

4.26 Form of 4.900% Senior Note due 2030 (including the Notation of Guarantee) (included in Exhibit 4.25).

4.27 Form of 5.500% Senior Note due 2035 (including the Notation of Guarantee) (included in Exhibit 4.25).

10.1 Agreement of Sale and Purchase of the North American Operations of the Railway Products Group, an operating division of American Standard Inc.

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10.5 Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as amended * *

10.6 Employment Agreement with Albert J.

Neupaver, dated December 16, 2005 *

10.6 Separation Agreement between Wabtec Corporation and Alicia Hammersmith dated as of December 22, 2025

10.7 Form of Restricted Stock Agreement *

10.8 Westinghouse Air Brake Technologies Corporation 2011 Stock Incentive Plan as amended and restated, as of March 31, 2022*

10.9 Stock Purchase Agreement, by and among the Company, Standard Car Truck Company and Robclif, Inc., dated September 12, 2008

10.10 Form of Employment Continuation Agreement entered into by the Company with Nicole Theophilus, Michael E.

10.9 [Reserved]

10.10 Form of Employment Continuation Agreement entered into by the Company with Michael E.

Fetsko and John A Mastalerz Jr.*

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10.14 Form of Agreement for Nonstatutory Stock Options under 2011 Stock Incentive Plan as amended and restated*

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).

10.15 [Reserved]

10.16 Letter of Offer of Employment with Nicole Theophilus, dated July 9, 2024*

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.

10.17 [Reserved]

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

10.20 Separation Agreement between Stephane Rambaud-Measson and Westinghouse Air Brake Technologies Corporation, dated as of February 13, 2019

10.21 Transition Agreement between Raymond T.

Betler and Westinghouse Air Brake Technologies Corporation, dated as of April 24, 2019

10.20 [Reserved]

10.21 [Reserved]

10.22 Severance and Employment Continuation Agreement of Rafael Santana dated as of December 5, 2022*

10.23 Transition Agreement of Scott Wahlstrom dated as of November 25, 2020

10.23 [Reserved]

10.25 Transition Agreement of Patrick A.

Dugan, dated as of September 9, 2021

19.1 Wabtec Corporation Insider Trading Policy dated February 8, 2024

10.24 [Reserved]

10.25 [Reserved]

10.26 Amended and Restated Credit Agreement, dated as of April 23, 2025, among Westinghouse Air Brake Technologies Corporation, Wabtec Transportation Netherlands B.V.

and the other borrowing subsidiaries party thereto, the lenders party thereto and PNC Bank, National Association as administrative agent.

19.1 Wabtec Corporation Insider Trading Policy dated April 2 , 20 25

21.0 List of subsidiaries of the Company

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2 Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No.

3 Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No.

033-90866) for the period ended March 31, 2006.

3 Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No.

033-90866), dated February 12, 2025.

4 Filed as an Annex to the Company’s Schedule 14A Proxy Statement (File No.

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033-90866) filed on April 6, 2022.

6 Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No.

033-90866) for the period ended September 30, 2008.

7 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

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033-90866), dated August 8, 2013.

13 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

033-90866), dated October 6,2015.

14 Filed as an exhibit to the Company's Current Report on Form 8-K (File No.

033-90866), dated October 26, 2016.

13 [Reserved]

14 [Reserved]

15 Filed as an exhibit to the Company's Current Report on Form 8-K (File No.

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033-90866), dated August 1, 2019.

24 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No.

033-90866), dated May 9, 2019.

25 Filed as an exhibit to the Company's Current Report on Form 8-K (File No.

033-90866), dated June 29, 2020.

24 [Reserved]

25 [Reserved]

26 Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated December 7, 2022.

27 Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated June 2, 2021

28 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No.

033-90866), dated November 1, 2022.

28 [Reserved]

29 [Reserved]

30 Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated October 21, 2021

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.

31 [Reserved]

32 [Reserved]

33 Filed as an exhibit to the Company's Registration Statement on Form S-8 (File No.

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033-90866), dated April 24, 2024.

36 Filed as an exhibit to the Company’s Registration Statement on Form S-3 (Registration No.

333-275386), dated May 19, 2025.

37 Filed as an exhibit to the Company's Current Report on Form 8-K (File No.

033-90866), dated May 29, 2025.

38 Filed as an exhibit to the Company's Current Report on Form 8-K (File No.

033-90866), dated April 23, 2025.

* Management contract or compensatory plan.

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HEHIR February 13, 2026

By /S/ WILLIAM E.

KASSLING February 12, 2025

By /S/ ANN R.

2 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures