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Item 1. Financial Statements

2026-07-22 compared with 2026-04-22 · 173 added, 102 removed, 650 unchanged (30% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

In millions, except par value March 31,

In millions, except par value June 30,

2026 December 31,

26 unchanged sentences

500.0 shares authorized and 171.9 shares issued;

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

169.1 and 170.6 outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 8,043 8,069

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

Treasury stock, at cost, 2.8 and 1.3 shares, at June 30, 2026 and December 31, 2025, respectively

( 630 ) ( 190 )

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Unaudited Unaudited

Three Months Ended

June 30, Six Months Ended

In millions, except per share data 2026 2025 2026 2025

15 unchanged sentences

Interest expense, net ( 80 ) ( 46 ) ( 151 ) ( 92 )

Other income (expense), net 23 ( 2 )

Other (expense) income, net ( 2 ) 24 21 22

Income before income taxes 518 450 987 876

12 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited Unaudited

Three Months Ended

June 30, Six Months Ended

In millions 2026 2025 2026 2025

1 unchanged sentence

Foreign currency translation (loss) gain ( 44 ) 166 ( 118 ) 282

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

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

Unrealized gain on derivative contracts 4 10 5 7

Change in unrealized gain (loss) on pension and post-retirement benefit plans 1 ( 3 ) 1 ( 4 )

Other comprehensive (loss) income before tax ( 39 ) 173 ( 112 ) 285

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

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

Other comprehensive (loss) income, net of tax ( 40 ) 172 ( 113 ) 285

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

In millions 2026 2025

4 unchanged sentences

Stock-based compensation expense 50 36

Gain on mark-to-market derivatives ( 2 ) ( 32 )

Below market intangible amortization ( 20 ) ( 22 )

20 unchanged sentences

Other financing activities ( 24 ) ( 7 )

Net cash provided by (used for) financing activities 656 ( 172 )

Net cash provided by financing activities 408 454

Effect of changes in currency exchange rates ( 7 ) 28

Decrease in cash ( 258 ) ( 17 )

(Decrease) increase in cash ( 119 ) 784

Cash, cash equivalents and restricted cash, beginning of period 789 715

14 unchanged sentences

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

Cash dividends ($ 0.31 dividend per share)

— — — — — ( 53 ) — — ( 53 )

Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax — — ( 5 ) — 4 — — — ( 1 )

Stock based compensation — — 28 — — — — — 28

Net income — — — — — 395 — 1 396

Other comprehensive loss, net of tax — — — — — — ( 40 ) — ( 40 )

Stock repurchase — — — ( 0.8 ) ( 218 ) — — — ( 218 )

Distribution to/redemption of noncontrolling interest — — — — — — — ( 19 ) ( 19 )

Balance, June 30, 2026 171.9 $ 1 $ 8,043 ( 2.8 ) $ ( 630 ) $ 4,529 $ ( 729 ) $ 30 $ 11,244

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

10 unchanged sentences

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

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

The accompanying notes are an integral part of these statements.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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.

1 unchanged sentence

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 and applications.

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 highly engineered rail and transit products, which are designed 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 three months of 2026, approximately half of the Company’s Net sales came from customers outside the United States.

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

In the first six months of 2026, approximately half of the Company’s net sales were generated from customers outside the United States.

ACCOUNTING POLICIES

38 unchanged sentences

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

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

As of June 30, 2026, the Company's remaining performance obligations were approximately $ 30.9 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.

7 unchanged sentences

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 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.

At June 30, 2026 and December 31, 2025, the bankruptcy-remote subsidiary held receivables of $ 683 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.

There were outstanding borrowings of $ 400 million at June 30, 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.

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.

Restricted Cash At June 30, 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.

16 unchanged sentences

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:

The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the three months ended June 30, 2026 and 2025 are as follows:

Foreign currency translation Derivative contracts Pension and postretirement benefit plans Total

In millions 2026 2025 2026 2025 2026 2025 2026 2025

Balance at March 31 $ ( 663 ) $ ( 702 ) $ 22 $ 15 $ ( 48 ) $ ( 46 ) $ ( 689 ) $ ( 733 )

Other comprehensive (loss) income before reclassifications ( 44 ) 166 3 8 — ( 2 ) ( 41 ) 172

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

Other comprehensive (loss) income, net ( 44 ) 166 3 7 1 ( 1 ) ( 40 ) 172

Balance at June 30 $ ( 707 ) $ ( 536 ) $ 25 $ 22 $ ( 47 ) $ ( 47 ) $ ( 729 ) $ ( 561 )

The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the six months ended June 30, 2026 and 2025 are as follows:

Foreign currency translation Derivative contracts Pension and postretirement benefit plans Total

In millions 2026 2025 2026 2025 2026 2025 2026 2025

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

10 unchanged sentences

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.

Suppliers utilized the program to accelerate receipt of payment from these financial institutions for $ 278 million and $ 285 million of the Company's outstanding Accounts payable as of June 30, 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.

7 unchanged sentences

Accounts receivable 58

Unbilled accounts receivable 3

Other current assets 36

27 unchanged sentences

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

Inspection Technologies was formerly part of the Scientific Solutions Division of Olympus Corporation, a global leader in Non-Destructive Testing, Remote Visual Inspection and Analytical Instruments solutions for mission critical assets.

Inspection Technologies, formerly part of the Scientific Solutions Division of Olympus Corporation, is a global leader in Non-Destructive Testing, Remote Visual Inspection and Analytical Instruments solutions for mission critical assets.

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

1 unchanged sentence

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

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

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

Assets acquired

14 unchanged sentences

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.

As of June 30, 2026, the measurement period remains open for the Dellner Couplers and Frauscher 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.

11 unchanged sentences

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.

Transaction costs related to the completed acquisitions for the three and six months ended June 30, 2026 were approximately $ 1 million and $ 14 million, respectively, and for the three and six months ended June 30, 2025 were approximately $ 25 million and $ 35 million, respectively, and are included in Selling, general, and administrative expenses.

The components of inventory, net of reserves, were:

In millions March 31,

In millions June 30,

2026 December 31,

10 unchanged sentences

Foreign currency impact ( 23 ) ( 73 ) ( 96 )

Balance at March 31, 2026

Balance at June 30, 2026

$ 8,552 $ 2,051 $ 10,603

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.

As of June 30, 2026 and December 31, 2025, the Company’s trade names had a net carrying amount of $ 897 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:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

3 unchanged sentences

Total $ 5,294 $ ( 2,069 ) $ 3,225 $ 4,881 $ ( 1,894 ) $ 2,987

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.

At June 30, 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 past acquisitions.

Amortization expense for intangible assets was $ 91 million and $ 178 million for the three and six months ended June 30, 2026, respectively, and $ 69 million and $ 142 million for the three and six months ended June 30, 2025, respectively.

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

3 unchanged sentences

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 $ 130 million at March 31, 2026 and $ 121 million at December 31, 2025.

Noncurrent contract assets were $ 138 million at June 30, 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.

1 unchanged sentence

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 $ 224 million at March 31, 2026 and $ 259 million at December 31, 2025.

Noncurrent contract liabilities were $ 342 million at June 30, 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 $ 61 million and $ 82 million at March 31, 2026 and December 31, 2025, respectively.

Provisions for loss contracts were $ 55 million and $ 82 million at June 30, 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 three months ended March 31, 2026 and 2025 is as follows:

The change in the carrying amount of contract assets and contract liabilities for the six months ended June 30, 2026 and 2025 is as follows:

Contract Assets

5 unchanged sentences

Foreign currency impact ( 1 ) 22

Balance at March 31

Balance at June 30

Contract Liabilities

6 unchanged sentences

Foreign currency impact ( 5 ) 36

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

Balance at June 30 $ 1,275 $ 1,224

The Company leases certain property, buildings and equipment.

5 unchanged sentences

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 $ 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.

Operating lease expense was $ 20 million and $ 41 million for the three and six months ended June 30, 2026, respectively, and $ 17 million and $ 33 million for the three and six months ended June 30, 2025, respectively.

New operating leases of $ 4 million and $ 10 million were added during the three and six months ended June 30, 2026, respectively, and $ 27 million and $ 35 million for the three and six months ended June 30, 2025, respectively.

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

7 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Weighted-average remaining lease term (years) 7.6 7.9

2 unchanged sentences

Long-term debt consisted of the following:

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

Effective Interest Rate Face Value June 30, 2026 December 31, 2025

In millions Book Value Fair Value 1

18 unchanged sentences

5.6 % $ 750 743 769 743 783

Uncommitted Money Market Line Credit Agreement

4.1 % N/A 51 51 — —

Revolving Receivables Program

7 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, the Company had total combined unamortized discount and debt issuance costs of $ 23 million and $ 26 million, respectively.

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

8 unchanged sentences

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.

At June 30, 2026, the interest rate was 4.6 %.

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

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

1 unchanged sentence

The Term Loan Facility was utilized to refinance outstanding borrowings with the remaining amount 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 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 March 31, 2026, and all borrowings mature on April 23, 2030.

Borrowings under the 2025 Credit Agreement 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 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 %.

pricing corresponding to (i) the Company’s financial leverage or (ii) the Company’s public credit rating.

At June 30, 2026, the interest rate on the Term Loan Facility and the Revolving Credit Facility were both 4.9 %.

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

4 unchanged sentences

All terms are as defined in the 2025 Credit Agreement.

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

The following table presents availability under the 2025 Credit Agreement at June 30, 2026:

In millions Revolving Credit Facility Term Loan Facility Total

3 unchanged sentences

Current Availability $ 1,362 $ — $ 1,362

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.

The Company was in compliance with all financial covenants in the 2025 Credit Agreement and the 2025 Term Credit Agreement as of June 30, 2026.

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.

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

At June 30, 2026, the interest rate was 4.2 %.

There were no borrowings outstanding under the uncommitted bilateral money market line credit agreement at June 30, 2026 and December 31, 2025.

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

11 unchanged sentences

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.

4 unchanged sentences

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 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 2011 Plan has a term through May 15, 2030, and as of June 30, 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 $ 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-based compensation expense was $ 32 million and $ 62 million for the three and six months ended June 30, 2026, respectively, and $ 24 million and $ 44 million for the three and six months ended June 30, 2025, respectively.

At June 30, 2026, unamortized compensation expense related to stock options, non-vested restricted shares and incentive stock units expected to vest was approximately $ 152 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.

1 unchanged sentence

There were no stock options granted in the periods presented.

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

At June 30, 2026, there were 82,616 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.

7 unchanged sentences

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.

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.

As of June 30, 2026, the Company estimates that it will achieve 200 %, 188 % and 158 % 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.

1 unchanged sentence

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.

As of June 30, 2026, the Company estimates that it will achieve 100 % of the one-year performance goal.

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

3 unchanged sentences

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 three months ended March 31, 2026:

The following table summarizes the restricted stock, restricted stock unit and incentive stock unit activity and related information for the six months ended June 30, 2026:

and Units Incentive

6 unchanged sentences

Canceled ( 6,437 ) — $ 181.69

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.

Outstanding at June 30, 2026 519,322 871,618 $ 193.03

The following table presents the overall effective tax rate for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Overall Effective Tax Rate 23.4 % 24.8 % 23.1 % 24.0 %

The year over year decrease in the effective rate for the three months ended June 30, 2026 was primarily driven by prior period audit settlements.

The year over year decrease in the effective tax rate for the six months ended June 30, 2026 was primarily driven by prior period audit settlements and 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 0.2 % of Net income attributable to Wabtec shareholders being allocated to non-vested restricted stock for both the three and six months ended June 30, 2026, and approximately 0.3 % of Net income attributable to Wabtec shareholders being allocated to non-vested restricted stock for both the three and six months ended June 30, 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.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

In millions, except per share data 2026 2025 2026 2025

10 unchanged sentences

Diluted $ 2.33 $ 1.96 $ 4.44 $ 3.84

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

The following table reconciles the changes in the Company’s product warranty reserve for the six months ended June 30, 2026 and 2025:

In millions 2026 2025

3 unchanged sentences

Acquisitions 6 —

Foreign currency impact/other ( 3 ) 3

Balance at March 31

Foreign currency impact ( 3 ) 8

Balance at June 30

FAIR VALUE MEASUREMENT AND DERIVATIVE INSTRUMENTS

9 unchanged sentences

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 March 31, 2026 and December 31, 2025.

The fair value of cash, cash equivalents and restricted cash approximated the carrying value at June 30, 2026 and December 31, 2025.

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

7 unchanged sentences

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.

During the second quarter of 2026, the Company entered into new interest rate hedge contracts to manage interest rate risk for a portion of future expected debt transactions.

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

6 unchanged sentences

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

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.

Net gains and losses related to the Company's hedging activities, except as described below, were not material for the three and six months ended June 30, 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.

1 unchanged sentence

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.

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 six months ended June 30, 2026, these contracts resulted in a net gain of $ 2 million.

For the three and six months ended June 30, 2025, these contracts resulted in a gain of $ 32 million.

At June 30, 2026, the Company had a total gross notional amount of designated and non-designated derivatives of $ 639 million and $ 466 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.

The related assets and liabilities at both June 30, 2026 and December 31, 2025 were not significant.

COMMITMENTS AND CONTINGENCIES

11 unchanged sentences

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

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.

7 unchanged sentences

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 and applications.

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.

2 unchanged sentences

Customers include public transit authorities and municipalities, leasing companies and manufacturers of passenger transit vehicles and buses, and companies in the electrical generation, distribution, and charging industries.

Wabtec’s chief operating decision maker ("CODM") is the Company’s Chief Executive Officer, Rafael Santana.

Wabtec’s chief operating decision maker ("CODM") is the Company’s Chairman and Chief Executive Officer, Rafael Santana.

Santana utilizes Income (loss) from operations as the primary reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources.

9 unchanged sentences

Primary costs include raw materials, direct labor, overhead, shipping and handling, warehousing, and the depreciation of manufacturing, warehousing and distribution facilities.

Selling, general and administrative expenses for both segments represent costs incurred in managing the business, including salary, benefits, professional fees and operating costs associated with each segment’s non-manufacturing activities.

segment’s non-manufacturing activities.

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.

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

Segment financial information for the three months ended June 30, 2026 is as follows:

In millions Freight

17 unchanged sentences

Segment assets $ 15,917 $ 5,578 $ 1,633 $ 23,128

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

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

In millions Freight

17 unchanged sentences

Segment assets $ 13,390 $ 4,405 $ 2,596 $ 20,391

Segment financial information for the six months ended June 30, 2026 is as follows:

In millions Freight

Segment Transit

Segment Corporate

Activities and

Elimination Total

Sales to external customers $ 4,358 $ 1,771 $ — $ 6,129

Cost of sales ( 2,716 ) ( 1,191 ) — ( 3,907 )

Gross profit $ 1,642 $ 580 $ — $ 2,222

Gross margin 37.7 % 32.7 %

Selling, general & administrative expenses $ ( 438 ) $ ( 259 ) $ ( 104 ) $ ( 801 )

Engineering expenses ( 98 ) ( 28 ) — ( 126 )

Amortization expense ( 152 ) ( 26 ) — ( 178 )

Income (loss) from operations 954 267 ( 104 ) 1,117

Interest expense and other, net — — ( 130 ) ( 130 )

Income (loss) before income taxes $ 954 $ 267 $ ( 234 ) $ 987

Intersegment sales/(elimination) $ 25 $ 20 $ ( 45 ) $ —

Depreciation and amortization $ 224 $ 51 $ 7 $ 282

Capital expenditures $ 61 $ 44 $ 3 $ 108

Segment financial information for the six months ended June 30, 2025 is as follows:

In millions Freight

Segment Transit

Segment Corporate

Activities and

Elimination Total

Sales to external customers $ 3,820 $ 1,496 $ — $ 5,316

Cost of sales ( 2,438 ) ( 1,040 ) — ( 3,478 )

Gross profit $ 1,382 $ 456 $ — $ 1,838

Gross margin 36.2 % 30.5 %

Selling, general & administrative expenses $ ( 345 ) $ ( 221 ) $ ( 88 ) $ ( 654 )

Engineering expenses ( 74 ) ( 22 ) — ( 96 )

Amortization expense ( 128 ) ( 14 ) — ( 142 )

Income (loss) from operations 835 199 ( 88 ) 946

Interest expense and other, net — — ( 70 ) ( 70 )

Income (loss) before income taxes $ 835 $ 199 $ ( 158 ) $ 876

Intersegment sales/(elimination) $ 24 $ 21 $ ( 45 ) $ —

Depreciation and amortization $ 192 $ 38 $ 7 $ 237

Capital expenditures $ 56 $ 22 $ 5 $ 83

Sales to external customers by product line are as follows:

Three Months Ended

June 30, Six Months Ended

In millions 2026 2025 2026 2025

9 unchanged sentences

Total Transit Segment $ 936 $ 787 $ 1,771 $ 1,496

OTHER INCOME (EXPENSE), NET

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

OTHER (EXPENSE) INCOME, NET

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

Three Months Ended

June 30, Six Months Ended

In millions 2026 2025 2026 2025

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

Foreign currency (loss) gain $ ( 4 ) $ ( 6 ) $ 12 $ ( 14 )

Gain on mark-to-market derivatives — 32 2 32

Equity income 2 3

Equity income (expense) 1 ( 3 ) 3 —

Expected return on pension assets/amortization 2 3 4 5

Other miscellaneous income, net 1 1

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

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

Total Other (expense) income, net $ ( 2 ) $ 24 $ 21 $ 22

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 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.

For the six months ended June 30, 2026, these contracts resulted in a net gain of $ 2 million.

For the three and six months ended June 30, 2025, these contracts resulted in a net gain of $ 32 million.

RESTRUCTURING

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

In millions 2026 2025 2026 2025

11 unchanged sentences

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

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.

There were no material charges or cash payments during the three and six months ended June 30, 2026.

Wabtec recorded net charges of approximately $ 3 million during the six months ended June 30, 2025, primarily for asset write downs related to Portfolio Optimization.

Total one-time restructuring charges related to Portfolio Optimization to date are approximately $ 100 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 $ 147 million has been incurred to date.

There were no material charges or cash payments during the three months ended March 31, 2026 and 2025.

There were no material charges or cash payments during the three and six months ended June 30, 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