What changed in this filing

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Item 1. Financial Statements

2026-04-22 compared with 2025-10-22 · 206 added, 328 removed, 546 unchanged (49% of the section changed)

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CONDENSED CONSOLIDATED BALANCE SHEETS

In millions, except par value September 30,

In millions, except par value March 31,

2026 December 31,

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Long-term debt 4,708 4,291

Accrued postretirement and pension benefits 64 58

Deferred income taxes 729 606

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Common stock, $ .01 par value;

500.0 shares authorized;

171.9 shares issued and 170.9 outstanding at September 30, 2025;

226.9 shares issued and 171.3 outstanding at December 31, 2024

500.0 shares authorized and 171.9 shares issued;

169.9 and 170.6 outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 8,020 8,069

Treasury stock, at cost, 1.0 and 55.6 shares, at September 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 2.0 and 1.3 shares, at March 31, 2026 and December 31, 2025, respectively

( 416 ) ( 190 )

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Unaudited Unaudited

Three Months Ended

September 30, Nine Months Ended

September 30,

In millions, except per share data 2026 2025

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Interest expense, net ( 71 ) ( 46 )

Other (expense) income, net ( 1 ) ( 3 ) 21 ( 1 )

Other income (expense), net 23 ( 2 )

Income before income taxes 469 426

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited Unaudited

Three Months Ended

September 30, Nine Months Ended

September 30,

In millions 2026 2025

1 unchanged sentence

Foreign currency translation (loss) gain ( 74 ) 116

Unrealized (loss) gain on derivative contracts — ( 2 ) 7 11

Change in unrealized gain (loss) on pension and post-retirement benefit plans 2 1 ( 2 ) ( 3 )

Unrealized gain (loss) on derivative contracts 1 ( 3 )

Change in unrealized loss on pension and post-retirement benefit plans — ( 1 )

Other comprehensive (loss) income before tax ( 73 ) 112

Income tax expense related to components of other comprehensive income ( 1 ) — ( 1 ) ( 2 )

Income tax benefit related to components of other comprehensive income — 1

Other comprehensive (loss) income, net of tax ( 73 ) 113

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

In millions 2026 2025

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Stock-based compensation expense 22 17

Gain on mark-to-market derivatives ( 30 ) —

Below market intangible amortization ( 10 ) ( 10 )

Net loss on disposal of property, plant and equipment 2 2

Changes in operating assets and liabilities, net of acquisitions and dispositions:

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Purchase of property, plant and equipment ( 46 ) ( 44 )

Proceeds from dispositions of businesses 3 17

Proceeds from disposal of property, plant and equipment 3 13

Other investing activities 3 —

Net cash used for investing activities ( 1,105 ) ( 44 )

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Cash dividends ( 53 ) ( 43 )

Payment of contingent consideration — ( 42 )

Payment of income tax withholding on share-based compensation ( 53 ) ( 34 )

Distribution to noncontrolling interest ( 6 ) ( 6 )

Other financing activities ( 8 ) ( 1 )

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Net income — — — — — 362 — 1 363

Other comprehensive income, net of tax — — — — — — 113 — 113

Distribution to noncontrolling interest — — — — — — — ( 1 ) ( 1 )

Other comprehensive loss, net of tax — — — — — — ( 73 ) — ( 73 )

Stock repurchase — — — ( 1.0 ) ( 243 ) — — — ( 243 )

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

Other — — — — — — — ( 1 ) ( 1 )

Balance, March 31, 2026 171.9 $ 1 $ 8,020 ( 2.0 ) $ ( 416 ) $ 4,187 $ ( 689 ) $ 48 $ 11,151

Cash dividends ($ 0.25 dividend per share)

— — — — — ( 44 ) — — ( 44 )

Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax — — ( 3 ) — 3 — — — —

Stock based compensation — — 19 — — — — — 19

Net income — — — — — 336 — 3 339

Other comprehensive income, net of tax — — — — — — 172 — 172

Stock repurchase — — — ( 0.2 ) ( 50 ) — — — ( 50 )

Distribution to noncontrolling interest — — — — — — — ( 5 ) ( 5 )

Balance, June 30, 2025 171.9 $ 1 $ 8,025 ( 1.0 ) $ ( 116 ) $ 3,452 $ ( 561 ) $ 44 $ 10,845

Cash dividends ($ 0.25 dividend per share)

— — — — — ( 43 ) — — ( 43 )

Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax — — — — 1 — — — 1

Stock based compensation — — 22 — — — — — 22

Net income — — — — — 310 — 3 313

Other comprehensive loss, net of tax — — — — — — ( 43 ) — ( 43 )

Balance, September 30, 2025 171.9 $ 1 $ 8,047 ( 1.0 ) $ ( 115 ) $ 3,719 $ ( 604 ) $ 47 $ 11,095

The accompanying notes are an integral part of these statements.

In millions Common Stock Shares Common Stock Amount Additional Paid-in Capital Treasury Stock Shares Treasury Stock Amount Retained Earnings Accumulated Other Comprehensive Loss Non-controlling Interest Total

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Net income — — — — — 322 — 5 327

Other comprehensive loss, net of tax — — — — — — ( 77 ) — ( 77 )

Stock repurchase — — — ( 1.3 ) ( 176 ) — — — ( 176 )

Balance, March 31, 2024 226.9 $ 2 $ 7,967 ( 50.1 ) $ ( 2,345 ) $ 5,505 $ ( 667 ) $ 42 $ 10,504

Cash dividends ($ 0.20 dividend per share)

— — — — — ( 35 ) — — ( 35 )

Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax — — — 0.1 2 — — — 2

Stock based compensation — — 14 — — — — — 14

Net income — — — — — 289 — 2 291

Other comprehensive loss, net of tax — — — — — — ( 53 ) — ( 53 )

Stock repurchase — — — ( 1.3 ) ( 202 ) — — — ( 202 )

Distribution to noncontrolling interest — — — — — — — ( 1 ) ( 1 )

Balance, June 30, 2024 226.9 $ 2 $ 7,981 ( 51.3 ) $ ( 2,545 ) $ 5,759 $ ( 720 ) $ 43 $ 10,520

Cash dividends ($ 0.20 dividend per share)

— — — — — ( 35 ) — — ( 35 )

Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax — — — — ( 1 ) — — — ( 1 )

Stock based compensation — — 18 — — — — — 18

Net income — — — — — 283 — 3 286

Other comprehensive income, net of tax — — — — — — 113 — 113

Stock repurchase — — — ( 3.7 ) ( 605 ) — — — ( 605 )

Distribution to noncontrolling interest — — — — — — — ( 1 ) ( 1 )

Balance, September 30, 2024 226.9 $ 2 $ 7,999 ( 55.0 ) $ ( 3,151 ) $ 6,007 $ ( 607 ) $ 41 $ 10,291

Stock repurchase — — — ( 0.5 ) ( 98 ) — — — ( 98 )

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

Balance, March 31, 2025 171.9 $ 1 $ 8,009 ( 0.8 ) $ ( 69 ) $ 3,160 $ ( 733 ) $ 46 $ 10,414

The accompanying notes are an integral part of these statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025 (UNAUDITED)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 (UNAUDITED)

Except as the context otherwise requires, all references to “we”, “our”, “us”, the “Company” and “Wabtec” refer to Westinghouse Air Brake Technologies Corporation and its consolidated subsidiaries.

References to the “Parent Company” refer to Westinghouse Air Brake Technologies Corporation alone.

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 markets.

Our highly engineered 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.

Our core products and services are essential in the safe and efficient operation of freight rail, passenger transit vehicles and other modes of transportation.

Our highly engineered 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.

Our core products and services are essential in the safe and efficient operation of freight rail and passenger transit vehicles.

Wabtec is a global company with operations in over 50 countries and our products can be found in more than 100 countries throughout the world.

In the first nine months of 2025, approximately half of the Company’s Net sales came from customers outside the United States.

In the first three months of 2026, approximately half of the Company’s Net sales came from customers outside the United States.

ACCOUNTING POLICIES

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Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation.

Results for these interim periods are not necessarily indicative of results to be expected for the full year, particularly in light of ongoing volatility in the macroeconomic environment caused by supply chain disruptions, labor availability, broad-based inflation, tariffs and trade negotiations, and the impacts from regional conflicts.

These factors continue to impact our sales channels, supply chain, manufacturing operations, workforce, and other key aspects of our operations.

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Remaining performance obligations represent the allocated transaction price of unsatisfied or partially unsatisfied performance obligations.

As of September 30, 2025, the Company's remaining performance obligations were approximately $ 25.6 billion.

As of March 31, 2026, the Company's remaining performance obligations were approximately $ 30.8 billion.

The Company expects to recognize revenue of approximately 30 % of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter.

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.

Revolving Receivables Program The Company utilizes its Revolving Receivables Program to request borrowings from a financial institution against certain collateralized receivables for 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.

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Borrowings and repayments under the Revolving Receivables Program are classified as Financing activities on our Condensed Consolidated Statement of Cash Flows, with any outstanding collateralized balance at period end classified as debt on our Condensed Consolidated Balance Sheets.

Prior to January 1, 2025, the Company utilized its Revolving Receivables Program to sell up to $ 350 million of certain receivables from the Originators.

Receivables were sold to a financial institution on a recurring basis in exchange for cash equal to the gross receivables sold.

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

The bankruptcy remote subsidiary is a separate legal entity with its own creditors, and its assets are not available to pay creditors of the Company or any other affiliates of the Company.

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Neither the Company (except for the bankruptcy-remote consolidated subsidiary referenced above) nor the Originators guarantees the collectability of the receivables under the revolving agreements.

At September 30, 2025 and December 31, 2024, the bankruptcy-remote subsidiary held receivables of $ 723 million and $ 693 million, respectively, which are included in the Company's Condensed Consolidated Balance Sheets.

The receivables held by the bankruptcy-remote subsidiary collateralize the outstanding receivables sold and outstanding borrowings.

There were outstanding borrowings of $ 200 million at September 30, 2025 and no outstanding receivables sold at December 31, 2024.

At March 31, 2026 and December 31, 2025, the bankruptcy-remote subsidiary held receivables of $ 716 million and $ 623 million, respectively, which are included in the Company's Condensed Consolidated Balance Sheets.

The receivables held by the bankruptcy-remote subsidiary collateralize the outstanding borrowings.

There were outstanding borrowings of $ 445 million at March 31, 2026 and no outstanding borrowings at December 31, 2025.

The transfers are recorded at the fair value of the proceeds received and obligations assumed less derecognized receivables, if applicable.

Our maximum exposure to losses related to these receivables transferred to the program is limited to the amount outstanding.

The following table sets forth a summary of receivables used as collateral for requested borrowings and the resulting impact of net cash proceeds included in cash from financing activities.

There were no receivables sold under the program during the nine months ended September 30, 2025.

In millions Nine Months Ended

September 30, 2025

Gross receivables collateralized/cash borrowings received $ 800

Customer collections remitted to financial institution ( 600 )

Net cash proceeds received $ 200

The following table sets forth a summary of receivables sold and the resulting impact of net cash proceeds included in cash from operating activities during the nine months ended September 30, 2024:

In millions Nine Months Ended

September 30, 2024

Gross receivables sold/cash proceeds received $ 926

Customer collections remitted to financial institution ( 851 )

Net cash proceeds received $ 75

Restricted Cash At September 30, 2025 and December 31, 2024, the Company classified cash of $ 28 million and $ 9 million, respectively, as restricted, primarily for cash held in escrow related to acquisitions.

Restricted Cash At March 31, 2026 and December 31, 2025, the Company classified cash of $ 10 million and $ 25 million, respectively, as restricted, primarily for cash held in escrow related to acquisitions.

Depreciation Expense Depreciation of property, plant and equipment related to the manufacturing of products or services provided is included in Cost of goods or Cost of services.

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Amortizable intangible assets are reviewed for impairment when indicators of impairment are present.

The Company tests goodwill and indefinite-lived intangible assets for impairment at the reporting unit level and at least annually.

The Company tests goodwill and indefinite-lived intangible assets for impairment at the reporting unit level at least annually.

The Company performs its annual impairment test during the fourth quarter after the annual forecasting process is completed, and also tests for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

The Company will perform either a qualitative or quantitative test for goodwill, performing a quantitative test for each identified reporting unit at least every three years.

The Company will perform either a qualitative or quantitative test for goodwill, performing a quantitative test for each identified reporting unit if

the qualitative test indicates that it is more likely than not that the fair value of a reporting unit is less than the carrying amount and at least every three years.

Periodically, Management of the Company assesses whether or not an indicator of impairment is present that would necessitate an impairment analysis be performed.

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The Company is assessing the extent of the impact of the amendments on its future filings.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

The amendments in this update remove all references to prescriptive and sequential software development stages to improve the operability of the guidance to different software development methods.

The amendments in this update will be effective for Wabtec's annual and interim reporting periods beginning January 1, 2028.

The Company is assessing the extent of the impact of the amendments on its future filings.

Accounting Standards Recently Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The amendments in this update require entities to disclose on an annual basis specific categories within the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

The amendments in this update also require enhanced disaggregation of disclosures about income taxes paid and income tax expense, among other changes.

The amendments in this update do not affect the recognition, measurement, or financial statement presentation of income taxes and are effective for Wabtec's annual reporting periods beginning January 1, 2025.

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

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

Accumulated Other Comprehensive Loss Comprehensive (loss) income comprises both Net income and Other comprehensive (loss) income resulting from the change in equity from transactions and other events and circumstances from non-owner sources.

The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the three months ended September 30, 2025 and 2024 are as follows:

Foreign currency translation Derivative contracts Pension and postretirement benefit plans Total

In millions 2025 2024 2025 2024 2025 2024 2025 2024

Balance at June 30 $ ( 536 ) $ ( 678 ) $ 22 $ 17 $ ( 47 ) $ ( 59 ) $ ( 561 ) $ ( 720 )

Other comprehensive (loss) income, net of tax ( 44 ) 114 — ( 1 ) 1 — ( 43 ) 113

Balance at September 30 $ ( 580 ) $ ( 564 ) $ 22 $ 16 $ ( 46 ) $ ( 59 ) $ ( 604 ) $ ( 607 )

The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the nine months ended September 30, 2025 and 2024 are as follows:

Accumulated Other Comprehensive Loss Comprehensive income (loss) comprises both Net income and Other comprehensive income (loss) resulting from the change in equity from transactions and other events and circumstances from non-owner sources.

The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the three months ended March 31, 2026 and 2025 are as follows:

Foreign currency translation Derivative contracts Pension and postretirement benefit plans Total

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Balance at beginning of year $ ( 589 ) $ ( 818 ) $ 21 $ 17 $ ( 48 ) $ ( 45 ) $ ( 616 ) $ ( 846 )

Other comprehensive income (loss) before reclassifications 238 ( 23 ) 6 9 ( 2 ) — 242 ( 14 )

Other comprehensive (loss) income before reclassifications ( 74 ) 116 2 ( 2 ) — ( 1 ) ( 72 ) 113

Amounts reclassified from Accumulated other comprehensive loss — — ( 1 ) — — — ( 1 ) —

Other comprehensive income (loss), net of tax 238 ( 23 ) 5 9 ( 1 ) ( 3 ) 242 ( 17 )

Other comprehensive (loss) income, net of tax ( 74 ) 116 1 ( 2 ) — ( 1 ) ( 73 ) 113

Balance at end of period $ ( 663 ) $ ( 702 ) $ 22 $ 15 $ ( 48 ) $ ( 46 ) $ ( 689 ) $ ( 733 )

Amounts included under Derivative contracts related to interest rate hedges reclassified from Accumulated other comprehensive loss are recognized in "Interest expense, net" with the tax impact recognized in "Income tax expense" on the Condensed Consolidated Statements of Income.

All other a mounts reclassified from Accumulated other comprehensive loss are recognized in "Other income, net" with the tax impact recognized in "Income tax expense" on the Condensed Consolidated Statements of Income.

Treasury Stock During the first quarter of 2025, we retired 55 million shares of treasury stock.

All other amounts reclassified from Accumulated other comprehensive loss are recognized in "Other income (expense), net" with the tax impact recognized in "Income tax expense" on the Condensed Consolidated Statements of Income.

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

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.

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The Company does not provide any guarantees under these arrangements, does not have an economic interest in our suppliers' voluntary participation, does not receive an economic benefit from the financial institutions, and no assets are pledged under the arrangements.

The arrangements do not change the payable terms negotiated by the Company and our vendors, which range between net 30 and net 180 days, and does not result in a change in the classification of amounts due as Accounts payable in the Condensed Consolidated Balance Sheets.

Suppliers utilized the program to accelerate receipt of payment from these financial institutions for $ 301 million and $ 311 million of the Company's outstanding Accounts payable as of September 30, 2025 and December 31, 2024, respectively.

The arrangements do not change the payable terms negotiated by the Company and our vendors, which range between net 30 and net 180 days, and do not result in a change in the classification of amounts due as Accounts payable in the Condensed Consolidated Balance Sheets.

Suppliers utilized the program to accelerate receipt of payment from these financial institutions for $ 268 million and $ 285 million of the Company's outstanding Accounts payable as of March 31, 2026 and December 31, 2025, respectively.

The supplier invoices included under the program require payment in full to the financial institutions consistent with the Company’s normal terms and conditions as agreed upon with the vendor.

On February 10, 2026, Wabtec acquired Dellner Couplers, a global leader in highly engineered safety-critical train connection systems and services for passenger rail rolling stock, for approximately $ 1.053 billion.

The acquisition brings highly attractive and complementary technologies to Wabtec and strengthens its portfolio of mission-critical passenger rail systems.

Dellner Couplers reports within the Transit Segment.

The acquisition was funded with a combination of cash on hand and borrowings under other sources of available liquidity.

The following table summarizes the preliminary fair value of the Dellner Couplers assets acquired and liabilities assumed:

Assets acquired

Cash and cash equivalents $ 17

Accounts receivable 58

Unbilled accounts receivable 3

Other current assets 33

Property, plant and equipment 53

Other intangible assets 531

Other noncurrent assets 9

Total assets acquired 1,256

Liabilities assumed

Current liabilities 76

Noncurrent liabilities 127

Total liabilities assumed 203

Net assets acquired $ 1,053

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 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.

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

Assets acquired

Cash and cash equivalents $ 27

Accounts receivable 48

Other current assets 6

Property, plant and equipment 14

Other intangible assets 405

Other noncurrent assets 24

Total assets acquired 945

Liabilities assumed

Current liabilities 35

Noncurrent liabilities 118

Total liabilities assumed 153

Net assets acquired $ 792

On July 1, 2025, Wabtec acquired 100 % ownership in Evident’s Inspection Technologies division ("Inspection Technologies") for approximately $ 1.797 billion.

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Property, plant and equipment 59

Other intangible assets 734

Customer relationships 411

Trade names 142

Acquired technology 170

Other noncurrent assets 37

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Net assets acquired $ 1,797

As of March 31, 2026, the measurement period remains open for these acquisitions, and the Company has not finalized the respective purchase accounting.

The fair values of the assets acquired and liabilities assumed were determined using the income, cost and market approaches.

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The fair value measurements were primarily based on significant inputs that are not observable in the market and are considered Level 3 in the fair value hierarchy.

Intangible assets acquired include customer relationships and acquired technology that are subject to amortization, and trade names that were assigned an indefinite life and are not subject to amortization.

Contingent liabilities assumed as part of the transaction were not material.

Intangible assets acquired for each of these acquisitions include customer relationships and acquired technology that are subject to amortization, and trade names that were assigned an indefinite life and are not subject to amortization.

Additionally, the Dellner Couplers acquired intangible assets include backlog which is subject to amortization.

Contingent liabilities assumed as part of each transaction were not material.

These estimates 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.

Any necessary adjustments will be finalized within one year from the date of acquisition.

Certain information necessary to complete the valuations of assets acquired and liabilities assumed and final income tax computations is not yet available.

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

Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of the net assets acquired, and represents the assembled workforce and the future economic benefits, including synergies, that are expected to be achieved as a result of the acquisition.

Approximately half of the purchased goodwill is expected to be deductible for tax purposes.

The pro forma impact on Wabtec’s sales and results of operations, including the pro forma effect of events that are directly attributable to the acquisition, was not significant.

Also during the nine months ended September 30, 2025, the Freight Segment completed two additional acquisitions which were individually and collectively immaterial.

On July 7, 2025, Wabtec announced a definitive agreement to acquire Frauscher Sensor Technology Group GmbH ("Frauscher"), a global market leader in train detection, wayside object control solutions and axle counting systems for approximately € 675 million.

On March 18, 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.

Both announced transactions are subject to customary closing conditions and regulatory approvals.

Transaction costs related to the completed and announced acquisitions for the three and nine months ended September 30, 2025, were approximately $ 9 million and $ 44 million, respectively, and are included in Selling, general, and administrative expenses.

During 2024, the Company made four strategic acquisitions for a combined purchase price of approximately $ 168 million, net of cash acquired.

Two of the acquisitions are reported in the Transit Segment, one is reported in the Digital Intelligence product line of the Freight Segment and one is reported in the Components product line of the Freight Segment.

Each of the acquisitions in 2024 were individually and collectively immaterial.

The purchased goodwill is not expected to be deductible for tax purposes for Dellner Couplers or Frauscher, and approximately half of the purchased goodwill is expected to be deductible for tax purposes for Inspection Technologies.

The pro forma impact on Wabtec’s sales and results of operations, including the pro forma effect of events that are directly attributable to these acquisitions, was not significant.

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

Transaction costs related to the completed acquisitions for the three months ended March 31, 2026 and 2025 were approximately $ 13 million and $ 10 million, respectively, and are included in Selling, general, and administrative expenses.

The components of inventory, net of reserves, were:

In millions September 30,

In millions March 31,

2026 December 31,

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Foreign currency impact ( 12 ) ( 60 ) ( 72 )

Balance at September 30, 2025

Balance at March 31, 2026

$ 8,561 $ 2,064 $ 10,625

As of September 30, 2025 and December 31, 2024, the Company’s trade names had a net carrying amount of $ 788 million and $ 595 million, respectively.

The Company believes these intangibles have indefinite lives, with the exception of the right to use the GE Transportation trade name, to which the Company had assigned a useful life of 5 years and became fully amortized in the first quarter of 2024.

As of March 31, 2026 and December 31, 2025, the Company’s trade names had a net carrying amount of $ 906 million and $ 851 million, respectively.

The Company believes these intangibles have indefinite lives.

Intangible assets of the Company, other than goodwill and trade names, consist of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

In millions Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

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Total $ 5,313 $ ( 1,980 ) $ 3,333 $ 4,881 $ ( 1,894 ) $ 2,987

At September 30, 2025, the weighted average remaining useful lives of backlog, customer relationships and acquired technology were 8 years, 16 years and 7 years, respectively.

The backlog intangible asset primarily consists of in-place long-term service agreements acquired by the Company in conjunction with the acquisition of GE Transportation.

Amortization expense for intangible assets was $ 77 million and $ 219 million for the three and nine months ended September 30, 2025, respectively, and $ 79 million and $ 224 million for the three and nine months ended September 30, 2024, respectively.

At March 31, 2026, the weighted average remaining useful lives of backlog, customer relationships and acquired technology were 7 years, 17 years and 7 years, respectively.

The backlog intangible asset primarily consists of in-place long-term agreements acquired by the Company in conjunction with the acquisition of GE Transportation and Dellner Couplers.

Amortization expense for intangible assets was $ 87 million for the three months ended March 31, 2026, and $ 73 million for the three months ended March 31, 2025.

Amortization expense for the five succeeding years is estimated to be as follows:

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The current portion of the contract assets are classified as current assets under the caption “Unbilled accounts receivable” while the noncurrent contract assets are classified as other assets under the caption "Other noncurrent assets" on the Condensed Consolidated Balance Sheets.

Noncurrent contract assets were $ 191 million at September 30, 2025 and $ 170 million at December 31, 2024.

Noncurrent contract assets were $ 130 million at March 31, 2026 and $ 121 million at December 31, 2025.

The Company has elected to use the practical expedient and does not consider unbilled amounts anticipated to be paid within one year as significant financing components.

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The current portion of contract liabilities are classified as current liabilities under the caption “Customer deposits” while the noncurrent contract liabilities are classified as noncurrent liabilities under the caption "Other long-term liabilities" on the Condensed Consolidated Balance Sheets.

Noncurrent contract liabilities were $ 187 million at September 30, 2025 and $ 389 million at December 31, 2024.

Noncurrent contract liabilities were $ 224 million at March 31, 2026 and $ 259 million at December 31, 2025.

These contract liabilities are not considered a significant financing component because they are used to meet working capital demands that can be higher in the early stages of a contract or revenue associated with the contract liabilities is expected to be recognized within one year.

Contract liabilities also include provisions for estimated losses from uncompleted contracts.

Provisions for loss contracts were $ 86 million and $ 91 million at September 30, 2025 and December 31, 2024, respectively.

Provisions for loss contracts were $ 61 million and $ 82 million at March 31, 2026 and December 31, 2025, respectively.

These provisions for estimated losses are classified as current liabilities and included within the caption “Other accrued liabilities” on the Condensed Consolidated Balance Sheets.

The change in the carrying amount of contract assets and contract liabilities for the nine months ended September 30, 2025 and 2024 is as follows:

The change in the carrying amount of contract assets and contract liabilities for the three months ended March 31, 2026 and 2025 is as follows:

Contract Assets

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Reclassified to accounts receivable ( 189 ) ( 184 )

Acquisitions/adjustments 3 —

Foreign currency impact ( 2 ) 7

Balance at September 30

Balance at March 31

Contract Liabilities

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Current year amounts reclassified to revenue ( 73 ) ( 195 )

Acquisitions 19 —

Foreign currency impact 4 12

Balance at September 30 $ 1,213 $ 975

Balance at March 31 $ 1,291 $ 1,214

The Company leases certain property, buildings and equipment.

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As most of the Company's leases do not provide a readily stated discount rate, the Company must estimate the rate to discount lease payments using its incremental borrowing rate.

Operating lease expense was $ 19 million and $ 52 million for the three and nine months ended September 30, 2025, respectively, and $ 18 million and $ 50 million for the three and nine months ended September 30, 2024, respectively.

New operating leases of $ 82 million and $ 117 million were added during the three and nine months ended September 30, 2025, respectively, and $ 8 million and $ 40 million for the three and nine months ended September 30, 2024, respectively.

Operating lease expense was $ 21 million and $ 16 million for the three months ended March 31, 2026 and 2025, respectively.

New operating leases of $ 6 million and $ 8 million were added during the three months ended March 31, 2026 and 2025, respectively.

Wabtec does not have material financing leases, short-term or variable leases or sublease income.

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The following table summarizes the remaining lease term and discount rate assumptions used to develop the present value of operating lease liabilities:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Weighted-average remaining lease term (years) 7.7 7.9

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Long-term debt consisted of the following:

Effective Interest Rate Face Value September 30, 2025 December 31, 2024

Effective Interest Rate Face Value March 31, 2026 December 31, 2025

In millions Book Value Fair Value 1

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Revolving Credit Facility 4.2 % N/A $ 427 $ 427 $ — $ —

Term Loan Facility 5.6 % $ 725 720 725 — —

2024 Credit Agreement:

Term Loan — % $ — — — 224 225

2022 Credit Agreement:

Delayed Draw Term Loan — % $ — — — 250 250

Term Loan Facility, due 2030 5.1 % $ 725 721 725 721 725

2025 Term Credit Agreement:

Term Loan, due 2026 4.8 % $ 500 500 500 500 500

Senior Notes:

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3.5 % $ 750 750 746 750 746

3.45 % Senior Notes, due 2026

3.5 % $ 750 750 743 750 732

1.25 % Senior Notes (EUR), due 2027

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5.6 % $ 750 743 760 743 783

Uncommitted Money Market Line Credit Agreement

4.1 % N/A 51 51 — —

Revolving Receivables Program

4.8 % N/A 445 445 — —

Other Borrowings 88 88 5 5

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See Note 13 for information on the fair value measurement of the Company's long-term debt.

Variances between Face Value and Book Value are the result of unamortized discounts and debt issuance fees as well as foreign exchange on the Euro Notes.

Variances between Face Value and Book Value are the result of unamortized discounts and debt issuance fees as well as foreign exchange on the Euro Notes and euro denominated borrowings under the Revolving Credit Facility.

The Company has debt issuance costs related to certain financing transactions which are also amortized through interest expense.

As of March 31, 2026 and December 31, 2025, the Company had total combined unamortized discount and debt issuance costs of $ 24 million and $ 26 million, respectively.

Amortization of discounts and debt issuance fees are included in the calculation of Effective Interest Rate.

For those debt securities that have a premium or discount at the time of issuance, the Company amortizes the amount through interest expense based on the maturity date or the first date the holders may require the Company to repurchase the debt securities, if applicable.

A premium would result in a decrease in interest expense, and a discount would result in an increase in interest expense in future periods.

Additionally, the Company has debt issuance costs related to certain financing transactions which are also amortized through interest expense.

As of September 30, 2025 and December 31, 2024, the Company had total combined unamortized discount and debt issuance costs of $ 27 million and $ 15 million, respectively.

Credit Agreements

On August 15, 2022, the Company entered into an unsecured credit agreement (the "2022 Credit Agreement").

The 2022 Credit Agreement provided for borrowings consisting of (i) a multi-currency revolving credit facility for an equivalent in U.S.

dollars of up to $ 1.5 billion and (ii) a $ 250 million delayed draw term loan facility (the “Delayed Draw Term Loan”), all pursuant to the terms and conditions of the 2022 Credit Agreement.

On March 14, 2024, the Company entered into a new stand-alone credit agreement (the "2024 Credit Agreement") for a term loan of $ 225 million.

On April 23, 2025, the Company entered into a new unsecured credit agreement (the "2025 Credit Agreement"), which amended and restated the 2022 Credit Agreement and refinanced the 2024 Credit Agreement.

On November 28, 2025, the Company entered into a new stand-alone credit agreement (the "2025 Term Credit Agreement") for a term loan of $ 500 million.

Borrowings under the 2025 Term Credit Agreement bear interest at a base rate plus an interest rate spread up to 1.50 % based on the lower of the pricing corresponding to (i) the Company's Leverage Ratio or (ii) the Company's public credit rating.

The frequency of interest payments varies based upon the Interest Election Request.

The term loan issued under this agreement will mature on November 27, 2026.

The obligations of the Company under this agreement are unsecured and have been guaranteed by certain of the Company's subsidiaries.

The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type.

Under the 2025 Term Credit Agreement, the Company has agreed to maintain the same Interest Coverage Ratio and Leverage Ratio as the 2025 Credit Agreement.

The borrowing rate for the agreement is a variable rate assessed periodically in accordance with the terms of the agreement.

At March 31, 2026, the interest rate was 4.7 %.

On April 23, 2025, the Company entered into a new unsecured credit agreement (the "2025 Credit Agreement"), which amended, restated, and refinanced the prior credit agreements.

The 2025 Credit Agreement provides for borrowings consisting of (i) a multi-currency revolving credit facility for a U.S.

dollar equivalent of up to $ 2.0 billion (the “Revolving Credit Facility”) and (ii) a delayed draw term loan facility of $ 725 million (the “Term Loan Facility”), all pursuant to the terms and conditions of the 2025 Credit Agreement.

The Term Loan Facility was utilized to refinance (i) $ 250 million of the outstanding Delayed Draw Term Loan under the 2022 Credit Agreement and (ii) $ 225 million of the outstanding Term Loan under the 2024 Credit Agreement.

During the third quarter of 2025, the remaining $ 250 million under the Term Loan Facility was drawn and utilized as part of funding for the Inspection Technologies acquisition.

The 2025 Credit Agreement includes an incremental facility that allows the Company to request, at prevailing market rates, an aggregate amount not to exceed $ 1.0 billion, (a) increases to the borrowing commitments under the Revolving Credit Facility and/or (b)

new incremental term loan commitments (the "Incremental Facility").

The Term Loan Facility was utilized to refinance outstanding borrowings with the remaining amount utilized as part of funding for the Inspection Technologies acquisition.

loan commitments (the "Incremental Facility").

The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type.

The Revolving Credit Facility matures on April 23, 2030.

The Term Loan Facility was fully drawn at September 30, 2025, and all borrowings under the Term Loan Facility mature on April 23, 2030.

The Term Loan Facility was fully drawn at March 31, 2026, and all borrowings mature on April 23, 2030.

Amounts borrowed and repaid under the Term Loan Facility may not be reborrowed.

The applicable interest rate for borrowings under the 2025 Credit Agreement includes a base rate (per the Interest Election terms of the agreement) plus an interest rate spread up to 1.75 % based on the lower of the pricing corresponding to (i) the Company’s financial leverage or (ii) the Company’s public credit rating.

At September 30, 2025, the interest rate on the Term Loan Facility was 5.5 % and the interest rate on the undrawn Revolving Credit Facility was 5.4 %.

At March 31, 2026, the interest rate on the Term Loan Facility was 4.9 %, and the interest rate on the Revolving Credit Facility was 4.9 %.

Obligations under the 2025 Credit Agreement have been guaranteed by certain of the Company’s subsidiaries.

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All terms are as defined in the 2025 Credit Agreement.

The Company was in compliance with all financial covenants in the 2025 Credit Agreement as of September 30, 2025.

The following table presents availability under the 2025 Credit Agreement at September 30, 2025:

The following table presents availability under the 2025 Credit Agreement at March 31, 2026:

In millions Revolving Credit Facility Term Loan Facility Total

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Current Availability $ 1,573 $ — $ 1,573

Intra-Quarter Uncommitted Money Market Line Credit Agreement

During the third quarter of 2024, the Company entered into an uncommitted bilateral money market line credit agreement which provides an aggregate borrowing capacity of $ 150 million, for general business purposes and working capital needs within a quarter.

The Company was in compliance with all financial covenants in the 2025 Credit Agreement and the 2025 Term Credit Agreement as of March 31, 2026.

Uncommitted Money Market Line Credit Agreement

At March 31, 2026, the interest rate was 4.2 %.

The Company or its subsidiaries may issue senior notes from time to time.

These notes are comprised of our 3.20 % Senior Notes due 2025 (the "2025 Notes"), 3.45 % Senior Notes due 2026 (the "2026 Notes"), 1.25 % Senior Notes (EUR) due 2027 (the "Euro Notes"), 4.70 % Senior Notes due 2028 (the "2028 Notes"), 4.90 % Senior Notes due 2030 (the "2030 Notes"), 5.611 % Senior Notes due 2034 (the "2034 Notes"), and 5.50 % Senior Notes due 2035 (the "2035 Notes").

The 2025 Notes, 2026 Notes, 2028 Notes, 2030 Notes, 2034 Notes, and 2035 Notes are the “US Notes”, and collectively with the Euro Notes, the “Senior Notes.” Interest on the US Notes is payable semi-annually and interest on the Euro Notes is paid annually.

These notes are comprised of our 3.45 % Senior Notes due 2026 (the "2026 Notes"), 1.25 % Senior Notes (EUR) due 2027 (the "Euro Notes"), 4.70 % Senior Notes due 2028 (the "2028 Notes"), 4.90 % Senior Notes due 2030 (the "2030 Notes"), 5.611 % Senior Notes due 2034 (the "2034 Notes"), and 5.50 % Senior Notes due 2035 (the "2035 Notes").

The 2026 Notes, 2028 Notes, 2030 Notes, 2034 Notes, and 2035 Notes are the “US Notes”, and collectively with the Euro Notes, the “Senior Notes.” Interest on the US Notes is payable semi-annually and interest on the Euro Notes is paid annually.

Each series of the Senior Notes may be redeemed at any time in whole or from time to time in part in accordance with the provisions of the indenture, under which such series of notes was issued.

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The 2030 Notes will mature on May 29, 2030, and the 2035 Notes will mature on May 29, 2035.

Proceeds from the 2030 Notes and cash on hand were utilized to repay the outstanding amount of the 2025 Notes at maturity.

Proceeds from the 2030 Notes and cash on hand were utilized to repay the outstanding amount of notes due in 2025 at maturity.

Proceeds from the 2035 Notes were utilized as part of funding for the Inspection Technologies acquisition, which closed July 1, 2025.

On March 11, 2024, the Company issued $ 500 million of 5.611 % Senior Notes due in 2034.

The 2034 Notes were issued at 100 % of face value and the Company recognized approximately $ 5 million of total deferred financing costs.

Interest on the

2034 Notes accrues at a rate of 5.611 % per year, payable semi-annually on March 11 and September 11 of each year, commencing September 11, 2024.

The 2034 Notes will mature on March 11, 2034.

Proceeds from the 2034 Notes, combined with the proceeds from the term loan under the 2024 Credit Agreement and cash on hand, were utilized to repay the outstanding amount of our 4.15 % Senior Notes due 2024 (the "2024 Notes") at maturity.

The indentures under which the Senior Notes were issued contain covenants and restrictions which limit, subject to certain exceptions, certain sale and leaseback transactions with respect to principal properties, the incurrence of secured debt without equally and ratably securing the Senior Notes, and certain merger and consolidation transactions.

The covenants do not require the Company to maintain any financial ratios or specified levels of net worth or liquidity.

The covenants do not

require the Company to maintain any financial ratios or specified levels of net worth or liquidity.

The US Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of the Company's subsidiaries that is a guarantor under the 2025 Credit Agreement.

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The Company maintains employee stock-based compensation plans for stock options, restricted stock, and incentive stock units as governed by the 2011 Stock Incentive Compensation Plan, as amended and restated (the “2011 Plan”) and the 2000 Stock Incentive Plan, as amended (the “2000 Plan”).

The 2011 Plan has a term through May 10, 2027, and as of September 30, 2025, the number of shares available for future grants under the 2011 Plan was approximately 3.9 million shares.

The 2011 Plan has a term through May 15, 2030, and as of March 31, 2026, the number of shares available for future grants under the 2011 Plan was approximately 3.3 million shares.

The Company also maintains a 1995 Non-Employee Directors’ Fee and Stock Option Plan as amended and restated (“the Directors Plan”).

Stock-based compensation expense was $ 24 million and $ 68 million for the three and nine months ended September 30, 2025, respectively, and $ 23 million and $ 57 million for the three and nine months ended September 30, 2024, respectively.

At September 30, 2025, unamortized compensation expense related to stock options, non-vested restricted shares and incentive stock units expected to vest was approximately $ 105 million.

Stock-based compensation expense was $ 30 million and $ 20 million for the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026, unamortized compensation expense related to stock options, non-vested restricted shares and incentive stock units expected to vest was approximately $ 154 million.

Stock Options Stock options can be granted to eligible employees and directors at an exercise price equal to fair market value, which is the average of the high and low Wabtec stock price on the date of grant.

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There were no stock options granted in the periods presented.

At September 30, 2025, there were 92,925 shares issuable pursuant to exercisable stock options.

At March 31, 2026, there were 85,947 shares issuable pursuant to exercisable stock options.

Restricted Stock, Restricted Stock Units and Incentive Stock Units As provided for under the 2011 Plan and 2000 Plan, eligible employees are granted restricted stock and restricted stock units that generally vest over three years from the date of grant.

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The restricted stock units are liability-classified equity awards as they can be settled in cash.

In addition, the Company has issued incentive stock units to eligible employees that vest upon attainment of certain cumulative three-year performance goals, including a Relative Total Stockholder Return ("RTSR") modifier.

The RTSR modifier can increase or decrease the payment by 10 % or 20 % depending on the plan year.

Annually, the Company issues incentive stock units to eligible employees that vest upon attainment of certain cumulative three-year performance goals, including a Relative Total Stockholder Return ("RTSR") modifier.

The RTSR modifier can increase or decrease the payment by up to 20 %.

Significant judgments and estimates are used in determining the estimated three-year performance, which is then used to estimate the total shares expected to vest over the three-year vesting cycle and corresponding expense based on the grant date fair value of the award.

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Upon the initial grant of a performance cycle, the Company estimates the three-year performance at 100 %.

Quarterly, the Company reviews and updates performance estimates based on actual performance results and current projections.

Based on the Company’s performance for each three-year period then ended, the incentive stock units can vest and be awarded ranging from 0 % to 200 % of the initial incentive stock units granted.

The incentive stock units included in the table below represent the number of incentive stock units that are expected to vest based on the Company’s estimate for meeting those established performance targets.

As of September 30, 2025, the Company estimates that it will achieve 188 %, 200 % and 139 % for the incentive stock awards expected to vest, inclusive of the RTSR modifier, based on the estimated performance for the three-year periods ending December 31, 2025, 2026, and 2027, respectively, and has recorded incentive compensation expense accordingly.

As of March 31, 2026, the Company estimates that it will achieve 200 %, 171 % and 127 % for the incentive stock awards expected to vest, inclusive of the RTSR modifier, based on the estimated performance for the three-year periods ending December 31, 2026, 2027, and 2028, respectively, and has recorded incentive compensation expense accordingly.

During the first quarter of 2026, the Company also issued an additional incentive stock unit grant for certain eligible employees.

The grant has a one-year performance goal for 2026 and a three-year vesting period.

Eligible employees vest from 0% to 100% of the initial incentive stock units granted based upon attainment of the 2026 performance goal.

As of March 31, 2026, the Company estimates that it will achieve 80% of the one-year performance goal.

Quarterly, the Company reviews and updates performance estimates based on actual performance results and current projections.

If the estimates of the number of these incentive stock units expected to vest changes in a future accounting period, cumulative compensation expense could increase or decrease and will be recognized in the current period for the elapsed portion of the vesting period and would change future expense for the remaining vesting period.

Compensation expense for the non-vested restricted stock and incentive stock units is based on the closing price of the Company's common stock on the date of grant and recognized over the applicable vesting period.

Expense for incentive stock units is updated as necessary based on the Company's performance.

The following table summarizes the restricted stock, restricted stock unit and incentive stock unit activity and related information for the nine months ended September 30, 2025:

The following table summarizes the restricted stock, restricted stock unit and incentive stock unit activity and related information for the three months ended March 31, 2026:

and Units Incentive

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Canceled ( 1,854 ) — $ 151.17

Outstanding at September 30, 2025 604,468 852,863 $ 146.84

The following table presents the overall effective tax rate for the three and nine months ended September 30, 2025 and 2024:

3Q25 3Q24 3Q25 YTD 3Q24 YTD

Overall Effective Tax Rate 26.4 % 24.2 % 24.8 % 24.1 %

The year over year increase in the effective rate for the both the three and nine months ended September 30, 2025 was primarily driven by audit closures that occurred during the third quarter of 2024 and the jurisdictional mix of earnings.

Additionally, the year over year increase in the effective tax rate for the nine month period ended September 30, 2025 was impacted by non-deductible transaction related expenses.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

Among other provisions, this act includes permanently extending and modifying certain expiring provisions of the 2017 Tax Cuts and Jobs Act and immediate expensing of domestic research and development expenses.

The Company is evaluating the impacts of these provisions and does not expect the OBBBA to have a material impact on our consolidated financial statements.

Outstanding at March 31, 2026 515,660 784,064 $ 188.89

The overall effective tax rate for the three months ended March 31, 2026 and 2025 was 22.7 % and 23.2 %, respectively.

The year over year decrease in the effective rate for the three months ended March 31, 2026 was primarily driven by higher discrete equity compensation tax deductions.

EARNINGS PER SHARE

The Company’s non-vested restricted stock contains rights to receive non-forfeitable dividends, and thus are participating securities requiring the two-class method of computing earnings per share.

The calculation of earnings per share for common stock excludes the income attributable to the non-vested restricted stock from the numerator, which results in approximately 0.3 % of Net income attributable to Wabtec shareholders being allocated to non-vested restricted stock in all periods presented.

The calculation of earnings per share for common stock excludes the income attributable to the non-vested restricted stock from the numerator, which results in approximately 0.2 % and 0.3 % of Net income attributable to Wabtec shareholders being allocated to non-vested restricted stock for the three months ended March 31, 2026 and 2025, respectively.

Additionally, the dilutive impact of the assumed conversion of non-vested restricted stock is excluded from the denominator of the diluted weighted average shares outstanding.

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Three Months Ended

September 30, Nine Months Ended

September 30,

In millions, except per share data 2026 2025

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Diluted $ 2.12 $ 1.88

The following table reconciles the changes in the Company’s product warranty reserve for the nine months ended September 30, 2025 and 2024:

The following table reconciles the changes in the Company’s product warranty reserve for the three months ended March 31, 2026 and 2025:

In millions 2026 2025

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Foreign currency impact/other ( 3 ) 3

Balance at September 30

Balance at March 31

FAIR VALUE MEASUREMENT AND DERIVATIVE INSTRUMENTS

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The Company’s cash, cash equivalents and restricted cash are highly liquid investments purchased with an original maturity of three months or less and are considered Level 1 on the fair value valuation hierarchy.

The fair value of cash, cash equivalents and restricted cash approximated the carrying value at September 30, 2025 and December 31, 2024.

The fair value of cash, cash equivalents and restricted cash approximated the carrying value at March 31, 2026 and December 31, 2025.

The Senior Notes are considered Level 2 based on the fair value valuation hierarchy.

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We do not use derivatives for trading or speculative purposes.

Foreign Currency Exchange Risk

The Company uses forward contracts to hedge forecasted foreign currency denominated sales of finished goods and future settlement of foreign currency denominated assets and liabilities.

Derivatives used to hedge firm commitments relevant to sales and purchases and forecasted transactions to be realized with high probability that meet the criteria for hedge accounting are designated as cash flow hedges.

The effective portion of gains and losses is deferred as a component of Accumulated other comprehensive loss and is recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item.

For the three and nine months ended September 30, 2025 and 2024, the amounts reclassified into income were not material.

The Company may use interest rate hedge contracts on certain investing and borrowing transactions to manage its net exposure to interest rate changes and to manage its overall cost of borrowing.

The Company may also use commodity forward swaps to manage its exposure to commodity price changes and to reduce its overall cost of manufacturing.

The Company has also established balance sheet risk management and net investment hedging programs to protect its balance sheet against foreign currency exchange rate volatility.

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These programs reduce but do not eliminate foreign currency exchange rate risk entirely.

The Company enters into certain derivative contracts in accordance with its risk management strategy that do not meet the criteria for hedge accounting, but which have the impact of largely mitigating foreign currency exposure.

These foreign exchange contracts are accounted for on a full mark to market basis through earnings, with gains and losses recorded as a component of Other (expense) income, net.

The net gains and losses related to these contracts, except as described below, were not material for the three and nine months ended September 30, 2025 and 2024.

These contracts typically mature within one year .

In connection with the announced definitive agreements to acquire Dellner Couplers and Frauscher, the Company entered into foreign exchange contracts for a notional value of € 890 million to mitigate foreign currency exposure of the purchase price.

The contracts are not designated as accounting hedges under Topic 815 of ASC, and as such, the gains and losses are recorded as a component of Other (expense) income, net.

For the three and nine months ended September 30, 2025 these contracts resulted in a net loss of $( 2 ) million and a net gain of $ 30 million, respectively.

Interest Rate Risk

The Company may use interest rate hedge contracts on certain investing and borrowing transactions to manage its net expos ure to interest rate changes and to manage its overall cost of borrowing.

The Company does not use leveraged swaps and, in general, does not leverage any of its investment activities that would put principal capital at risk.

During the second quarter of 2025, interest rate hedge contracts related to Senior Notes issued during 2025 closed.

During the first quarter of 2024, interest rate hedge contracts related to the 2034 Notes closed.

For the three and nine months ended September 30, 2025 and 2024, the amounts reclassified into income were not material.

Commodity Price Risk

The Company may use commodity forward swaps to manage its exposure to commodity price changes and to reduce its overall cost of manufacturing.

For the three and nine months ended September 30, 2025 and 2024, the amounts recognized as income or expense were not material.

The following table summarizes the assets, liabilities, gross notional amounts, fair values, and fair value hierarchy classification of the designated and non-designated hedges discussed in the above sections as of September 30, 2025, which are included in other current assets and liabilities on the Condensed Consolidated Balance Sheets:

Fair Value Gross Notional Amount

In millions Level Designated Non-Designated Designated Non-Designated

Foreign Exchange Contracts

Other current assets 2 $ 5 $ 38 $ 255 $ 1,306

Other current liabilities 2 ( 9 ) ( 3 ) 314 295

Total $ ( 4 ) $ 35 $ 569 $ 1,601

The following table summarizes the assets, liabilities, gross notional amounts, fair values, and fair value hierarchy classification of the designated and non-designated hedges discussed in the above sections as of December 31, 2024, which are included in other current assets and liabilities on the Condensed Consolidated Balance Sheets:

Fair Value Gross Notional Amount

In millions Level Designated Non-Designated Designated Non-Designated

Foreign Exchange Contracts

Other current assets 2 $ 5 $ 1 $ 387 $ 153

Other current liabilities 2 ( 4 ) ( 1 ) 182 44

Interest Rate Contracts

Other current assets 2 2 — 40 —

Total $ 3 $ — $ 609 $ 197

Net gains and losses related to the Company's hedging activities, except as described below, were not material for the three months ended March 31, 2026 and 2025.

During 2025, in connection with the acquisitions of Frauscher and Dellner Couplers, the Company entered into foreign exchange contracts for a notional value of € 1,290 million to mitigate foreign currency exposure of the purchase prices.

As part of the acquisition of Frauscher in the fourth quarter of 2025, the Company utilized foreign exchange forward contracts with a notional value of € 690 million.

As part of the acquisition of Dellner Couplers in the first quarter of 2026, the Company utilized foreign exchange forward contracts with a notional value of € 600 million.

The contracts are not designated as accounting hedges under Topic 815 of ASC, and as such, the gains and losses are recorded as a component of Other income (expense), net.

For the three months ended March 31, 2026, these contracts resulted in a net gain of $ 2 million.

At March 31, 2026, the Company had a total gross notional amount of designated and non-designated derivatives of $ 478 million and $ 496 million, respectively.

At December 31, 2025, the Company had a total gross notional amount of designated and non-designated derivatives of $ 467 million and $ 1.355 billion, respectively.

The related assets and liabilities at both March 31, 2026 and December 31, 2025 were not significant.

COMMITMENTS AND CONTINGENCIES

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District Court for the District of Delaware asserting antitrust, breach of contract, unfair competition law, defamation and false advertising claims.

The complaint challenges the Wabtec-GE Transportation merger and contends that since the merger, Wabtec has unlawfully monopolized the markets for long-haul freight locomotives, Tier IV long-haul freight locomotives and energy management systems by, among other things, failing to ensure that Progress’ products are interoperable with Wabtec’s locomotives and cab electronics.

Progress seeks an order requiring Wabtec to divest GE Transportation, unspecified treble damages for its alleged lost profits from reduced sales of locomotive and cab systems and attorneys’ fees and costs.

It also asks the court to enjoin Wabtec from engaging in the conduct and require the Company to comply with its agreements with Progress.

On June 12, 2025, the Court dismissed the antitrust claims against Wabtec saying that no harmful effects on competition resulting from the merger had been shown.

The Court did not dismiss the alleged breach of contract, unfair competition, defamation and false advertising claims, which Wabtec intends to vigorously defend.

Xorail, Inc., a wholly owned subsidiary of the Company (“Xorail”), received notices from Denver Transit Constructors (“DTC”) alleging breach of contract related to the operation of a wireless crossing system provided by Xorail for use by the Denver Regional Transit District ("RTD").

DTC’s alleged damages stem from a delay in approval of the wireless crossing system by regulatory authorities, which resulted in the interim use of flaggers at the crossings.

Xorail denied DTC's assertions, stating that the system satisfied the contractual requirements.

DTC has since contacted Xorail seeking $ 58 million in damages;

Xorail has denied liability, but there can be no assurances as to the ultimate outcome of this claim.

The complaint challenged the Wabtec-GE Transportation merger and contended that since the merger, Wabtec had unlawfully monopolized the markets for long-haul freight locomotives, Tier IV long-haul freight locomotives and energy management systems by, among other things, failing to ensure that Progress’ products are interoperable with Wabtec’s locomotives and cab electronics.

Progress sought an order requiring Wabtec to divest GE Transportation, unspecified treble damages for its alleged lost profits from reduced sales of locomotive and cab systems and attorneys’ fees and costs.

It also asked the court to enjoin Wabtec from engaging in the conduct and requiring the Company to comply with its agreements with Progress.

On June 12, 2025, in response to a motion filed by Wabtec, the Court dismissed the antitrust claims against Wabtec saying that no harmful effects on competition resulting from the merger had been shown.

Progress Rail subsequently filed an amended Complaint seeking to revive its antitrust claims.

Wabtec filed another motion to dismiss the antitrust claims.

In February 2026, the Company and Progress Rail agreed to settle all of Progress Rail’s claims without admission of liability by the Company, and the settlement did not have any impact on the Company’s operating results or cash flows.

From time to time the Company is involved in litigation relating to claims arising out of its operations in the ordinary course of business.

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It also manufactures and services components for new and existing freight cars and locomotives, supplies railway electronics, positive train control equipment, signal design and engineering services, maintenance of way, and provides heat exchange and cooling systems for locomotives and power generation equipment.

Customers include large, publicly traded railroads, leasing companies, manufacturers of original equipment such as locomotives and freight cars, and utilities, and also serves companies in the mining, marine, and industrial markets.

Customers include large, publicly traded railroads, leasing companies, manufacturers of original equipment such as locomotives and freight cars, and utilities, and also serves companies

in the mining, marine, and industrial markets and applications.

We refer to sales of both goods, such as spare parts and equipment upgrades, and related services, such as monitoring, maintenance and repairs, as sales in our Services product line.

Transit Segment primarily manufactures and services components for new and existing passenger transit vehicles, typically regional trains, high speed trains, subway cars, light-rail vehicles and buses.

Transit Segment primarily manufactures and services components and train connection systems for new and existing passenger transit vehicles, typically regional trains, high speed trains, subway cars, light-rail vehicles and buses.

It also refurbishes subway cars and provides heating, ventilation, and air conditioning equipment and doors for buses and subway cars.

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The amounts of depreciation and amortization disclosed by reportable segment are included within their respective segment expense captions, such as Cost of sales, Selling, general & administrative expenses and Amortization expense.

During the first quarter of 2025, Management determined that certain businesses within the Services product line would be better aligned with Management oversight in the Components product line.

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.

Segment financial information for the three months ended September 30, 2025 is as follows:

Segment financial information for the three months ended March 31, 2026 is as follows:

In millions Freight

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Segment assets $ 16,002 $ 5,671 $ 1,523 $ 23,196

Segment financial information for the three months ended September 30, 2024 is as follows:

Segment financial information for the three months ended March 31, 2025 is as follows:

In millions Freight

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Segment assets $ 13,224 $ 4,145 $ 1,727 $ 19,096

Segment financial information for the nine months ended September 30, 2025 is as follows:

In millions Freight

Segment Transit

Segment Corporate

Activities and

Elimination Total

Sales to external customers $ 5,913 $ 2,289 $ — $ 8,202

Cost of sales ( 3,781 ) ( 1,581 ) — ( 5,362 )

Gross profit $ 2,132 $ 708 $ — $ 2,840

Gross margin 36.1 % 30.9 %

Selling, general & administrative expenses $ ( 564 ) $ ( 339 ) $ ( 126 ) $ ( 1,029 )

Engineering expenses ( 119 ) ( 36 ) — ( 155 )

Amortization expense ( 200 ) ( 19 ) — ( 219 )

Income (loss) from operations 1,249 314 ( 126 ) 1,437

Interest expense and other, net — — ( 136 ) ( 136 )

Income (loss) before income taxes $ 1,249 $ 314 $ ( 262 ) $ 1,301

Intersegment sales/(elimination) $ 37 $ 35 $ ( 72 ) $ —

Depreciation and amortization $ 299 $ 55 $ 11 $ 365

Capital expenditures $ 92 $ 36 $ 10 $ 138

Segment financial information for the nine months ended September 30, 2024 is as follows:

In millions Freight

Segment Transit

Segment Corporate

Activities and

Elimination Total

Sales to external customers $ 5,674 $ 2,130 $ — $ 7,804

Cost of sales ( 3,707 ) ( 1,528 ) — ( 5,235 )

Gross profit $ 1,967 $ 602 $ — $ 2,569

Gross margin 34.7 % 28.2 %

Selling, general & administrative expenses $ ( 488 ) $ ( 318 ) $ ( 109 ) $ ( 915 )

Engineering expenses ( 123 ) ( 32 ) — ( 155 )

Amortization expense ( 207 ) ( 17 ) — ( 224 )

Income (loss) from operations 1,149 235 ( 109 ) 1,275

Interest expense and other, net — — ( 149 ) ( 149 )

Income (loss) before income taxes $ 1,149 $ 235 $ ( 258 ) $ 1,126

Intersegment sales/(elimination) $ 37 $ 44 $ ( 81 ) $ —

Depreciation and amortization $ 312 $ 50 $ 13 $ 375

Capital expenditures $ 82 $ 37 $ 4 $ 123

Sales to external customers by product line are as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

In millions 2026 2025

9 unchanged sentences

Total Transit Segment $ 835 $ 709

OTHER (EXPENSE) INCOME, NET

The components of Other (expense) income, net are as follows:

OTHER INCOME (EXPENSE), NET

The components of Other income (expense), net are as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

In millions 2026 2025

Foreign currency loss $ ( 1 ) $ ( 6 ) $ ( 15 ) $ ( 11 )

(Loss) gain on mark-to-market derivatives ( 2 ) — 30 —

Foreign currency gain (loss) $ 16 $ ( 8 )

Gain on mark-to-market derivatives 2 —

Equity income 2 3

Expected return on pension assets/amortization 2 2

Other miscellaneous expense, net ( 2 ) ( 1 ) ( 3 ) —

Total Other (expense) income, net $ ( 1 ) $ ( 3 ) $ 21 $ ( 1 )

The contracts are not designated as accounting hedges under Topic 815 of ASC, and as such, the gains and losses are recorded as a component of Other (expense) income, net.

For the three and nine months ended September 30, 2025, these contracts resulted in a net loss of $( 2 ) million and a net gain of $ 30 million, respectively.

Other miscellaneous income, net 1 1

Total Other income (expense), net $ 23 $ ( 2 )

As part of the acquisition of Frauscher in the fourth quarter of 2025, the Company utilized foreign exchange forward contracts with a

notional value of € 690 million.

As part of the acquisition of Dellner Couplers in the first quarter of 2026, the Company utilized foreign exchange forward contracts with a notional value of € 600 million.

The contracts are not designated as accounting hedges under Topic 815 of ASC, and as such, the gains and losses are recorded as a component of Other income (expense), net.

For the three months ended March 31, 2026, these contracts resulted in a net gain of $ 2 million.

RESTRUCTURING

4 unchanged sentences

The Company anticipates that it will incur one-time restructuring charges related to Integration 3.0 of approximately $ 80 million to $ 100 million.

Amounts recorded to date are approximately $ 24 million, including amounts recorded during the fourth quarter 2024, and are primarily for employee-related costs.

Cash payments for the three and nine months ended September 30, 2025 were not material.

Net charges to date of $ 39 million were primarily for employee-related costs.

A summary of restructuring charges related to the Integration 3.0 initiative is as follows:

In millions Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Three Months Ended

In millions 2026 2025

Freight Segment:

7 unchanged sentences

Selling, general and administrative expenses $ ( 1 ) $ —

Total Integration 3.0 restructuring charges $ 4 $ 15

Total Integration 3.0 restructuring charges, net $ 3 $ 7

Portfolio Optimization

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

Wabtec recorded net charges of approximately $ 3 million during the nine months ended September 30, 2025, and $ 8 million and $ 13 million during the three and nine months ended September 30, 2024, respectively, primarily for asset write downs related to Portfolio Optimization.

There were no material charges or cash payments during the three months ended March 31, 2026.

Wabtec recorded net charges of approximately $ 3 million during the three months ended March 31, 2025, primarily for asset write downs related to Portfolio Optimization.

Total one-time restructuring charges related to Portfolio Optimization to date are approximately $ 101 million.

2 unchanged sentences

The Company anticipates that it will incur one-time restructuring charges related to Integration 2.0 of up to approximately $ 170 million, of which approximately $ 150 million has been incurred to date.

There were no material charges or cash payments during the three and nine months ended September 30, 2025.

Wabtec recorded charges of $ 10 million and $ 22 million for the three and nine months ended September 30, 2024, respectively.

Cash payments made during the three and nine months ended September 30, 2024 were approximately $ 5 million and $ 35 million, respectively.

There were no material charges or cash payments during the three months ended March 31, 2026 and 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.

What changed 10-Q

Item 1. Financial Statements