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WAB 8-K filings, explained
Every material Form 8-K Wabtec has filed with the SEC since March 18, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Westinghouse Air Brake Technologies completed a $500 million offering of 5.900% senior notes maturing February 25, 2037. The company plans to use the proceeds, along with revolver, short-term and commercial paper funding, to repay its 3.45% senior notes due November 15, 2026. The filing adds long-term debt but describes it as refinancing existing maturing debt, and the filing does not report earnings or guidance.
Notes: $500 million aggregate principal, 5.900% coupon, maturing February 25, 2037
Interest payable semi-annually on February 25 and August 25, starting February 25, 2027
Proceeds intended to repay 3.45% senior notes due 2026 at maturity on November 15, 2026
Change of control triggers an offer to repurchase at 101% of principal; notes are unsecured and guaranteed by subsidiaries
Wabtec priced a $500 million offering of 5.900% Senior Notes due 2037 on November 2, 2026. The company plans to use the proceeds, together with borrowings under its revolving credit facilities, short-term facilities and/or commercial paper, to repay its 3.450% Senior Notes due November 15, 2026. The sale is expected to close on November 4, 2026.
Offering: $500 million aggregate principal of 5.900% Senior Notes due February 25, 2037, priced November 2, 2026
Use of proceeds: repay the 3.450% Senior Notes due 2026 at maturity on November 15, 2026, alongside other borrowings
Expected closing: November 4, 2026, subject to customary closing conditions
Joint book-running managers: BofA Securities, Citigroup Global Markets, PNC Capital Markets and TD Securities
Wabtec reported third quarter 2026 sales of $3.12 billion, up 8.1%, with GAAP diluted EPS of $2.42 (up 33.7%) and adjusted diluted EPS of $2.83 (up 22.0%). The company raised and tightened its 2026 adjusted EPS guidance to $10.85-$11.05, up $0.20 at the midpoint, while its 2026 revenue guidance of $12.30 billion to $12.60 billion was unchanged, so shareholders see a higher earnings outlook.
Q3 2026 sales were $3.12 billion, up 8.1%; Freight sales rose 6.9% and Transit sales rose 11.3%
Adjusted operating margin was 22.9%, up 1.9 points; GAAP operating margin was 20.0%
2026 adjusted EPS guidance raised to $10.85-$11.05; revenue guidance of $12.30 billion to $12.60 billion was continued
In Q3 the company repurchased $305 million of its shares and generated $455 million in cash from operations
Westinghouse Air Brake Technologies (Wabtec) reported second-quarter 2026 sales of $3.18 billion, up 17.5%, with GAAP diluted EPS of $2.33, up 18.9%, and adjusted EPS of $2.76, up 21.6%. The company raised its 2026 revenue guidance to $12.30 billion to $12.60 billion and its adjusted EPS guidance to $10.60 to $10.90, which matters to shareholders because both headline measures improved and the outlook was lifted.
Q2 2026 net sales were $3.18 billion, up 17.5% from $2.71 billion a year earlier; GAAP operating margin was 18.9%.
2026 revenue guidance raised to $12.30 billion to $12.60 billion; adjusted EPS guidance raised to $10.60 to $10.90.
Cash from operations was $441 million versus $209 million a year earlier; the company repurchased $215 million of its shares during the quarter.
Westinghouse Air Brake Technologies (Wabtec) reported first quarter 2026 net sales of $2.95 billion, up 13.0% from a year earlier, and GAAP earnings of $2.12 per diluted share, up 12.8%. The company raised its 2026 adjusted EPS guidance to $10.25 to $10.65, a $0.20 increase at the midpoint, while GAAP operating margin fell to 17.5% from 18.2%.
Q1 2026 net sales were $2.95 billion, up 13.0% from $2.61 billion, helped by the Inspection Technologies, Frauscher and Dellner acquisitions
GAAP diluted EPS was $2.12, up 12.8%; adjusted diluted EPS was $2.71, up 18.9%
2026 adjusted EPS guidance was raised to $10.25 to $10.65, a $0.20 increase at the midpoint; revenue guidance of $12.19 billion to $12.49 billion was unchanged
GAAP operating margin was 17.5%, down from 18.2%, reflecting an exited low-margin Digital project, restructuring costs and acquisition-related charges
Wabtec reported fourth quarter 2025 sales of $2.97 billion, up 14.8%, and adjusted earnings per diluted share of $2.10, up 25.0%, while GAAP earnings per diluted share fell 4.1% to $1.18. The company guided 2026 adjusted EPS to $10.05 to $10.45 and sales to $12.19 billion to $12.49 billion, and raised its quarterly dividend 24% to 31 cents and its share buyback authorization to $1.2 billion.
Q4 2025 sales were $2.97 billion, up 14.8%; GAAP EPS was $1.18, down 4.1%; adjusted EPS was $2.10, up 25.0%
Full-year 2025 sales were $11.17 billion, GAAP EPS $6.83 (up 13.1%) and adjusted EPS $8.97 (up 18.7%)
2026 guidance: sales of $12.19 billion to $12.49 billion and adjusted EPS of $10.05 to $10.45, which the company says includes the Dellner Couplers acquisition closed February 10, 2026
Board raised the quarterly dividend 24% to 31 cents per share, payable March 2, 2026, and increased the share repurchase authorization to $1.2 billion
Wabtec reported third quarter 2025 sales of $2.89 billion, up 8.4%, with GAAP diluted EPS of $1.81 (up 11.0%) and adjusted diluted EPS of $2.32 (up 16.0%). The company raised its 2025 adjusted EPS guidance to $8.85 to $9.05, up $0.10 at the midpoint, while its full-year revenue outlook of $10.925 billion to $11.225 billion was unchanged. Cash from operations fell to $367 million from $542 million, which the company partly attributed to higher tariffs and working capital.
Q3 2025 sales were $2.89 billion, up 8.4%; GAAP EPS was $1.81 and adjusted EPS was $2.32.
2025 adjusted EPS guidance was raised and tightened to $8.85 to $9.05, up $0.10 at the midpoint.
Full-year 2025 revenue guidance of $10.925 billion to $11.225 billion was continued, not changed.
Q3 cash from operations was $367 million versus $542 million a year earlier; 12-month backlog rose 8.4% to $8,267 million.
Wabtec reported second-quarter 2025 GAAP diluted earnings per share of $1.96, up 19.5%, and sales of $2.71 billion, up 2.3%. The company raised its 2025 adjusted EPS guidance to $8.55 to $9.15, which it attributed to first-half performance, acquisitions and cost management.
GAAP diluted EPS was $1.96 and adjusted diluted EPS was $2.27, up 15.8% from a year earlier.
Full-year 2025 adjusted EPS guidance rose to $8.55 to $9.15, up $0.20 at the mid-point.
Revenue guidance was raised by $200 million at the mid-point to a range of $10.925 billion to $11.225 billion, largely reflecting the Evident Inspection Technologies Division acquisition completed July 1, 2025.
Operating cash flow was $209 million versus $235 million a year earlier, partly due to delayed second-quarter locomotive deliveries.
On May 29, 2025, Wabtec completed a public offering of $500 million of 4.900% senior notes due 2030 and $750 million of 5.500% senior notes due 2035. The notes are senior unsecured obligations, guaranteed by certain subsidiaries, and add new long-term debt to the company's balance sheet.
2030 Notes: $500 million, 4.900% interest, maturing May 29, 2030
2035 Notes: $750 million, 5.500% interest, maturing May 29, 2035
Interest paid semi-annually starting November 29, 2025; change of control triggers an offer at 101% of principal
Offering made under shelf registration filed November 8, 2023, and amended May 19, 2025; trustee is U.S. Bank Trust Company
Wabtec entered an Amended and Restated Credit Agreement dated April 23, 2025, with PNC Bank as administrative agent. The agreement replaces its existing delayed draw term loan and revolving credit agreement and its March 2024 term credit agreement, and it adds a $2.0 billion revolving facility, a $725.0 million term loan, and up to $1.0 billion of optional incremental commitments. For shareholders, the filing shows a refinancing and expanded borrowing capacity with both facilities maturing April 23, 2030, but it does not report any change to earnings or guidance.
Revolving Credit Facility of up to $2.0 billion and Term Loan Facility of $725.0 million, both maturing April 23, 2030
Term loan proceeds refinanced $250 million of existing delayed draw term loans and $225.0 million of existing term loans
Incremental facility permits up to $1.0 billion in additional commitments, subject to conditions
Facilities are unsecured, guaranteed by certain subsidiaries, and include a change of control event of default
Wabtec reported first-quarter 2025 sales of $2.61 billion, up 4.5%, with GAAP diluted earnings per share of $1.88, up 22.9%, and adjusted diluted EPS of $2.28, up 20.6%. The company raised the midpoint of its full-year 2025 adjusted EPS guidance by $0.10 and widened the range to $8.35 to $8.95, citing economic uncertainty, while its revenue guidance of $10.725 billion to $11.025 billion was unchanged.
Q1 2025 sales were $2.61 billion, up 4.5% from $2.497 billion a year earlier; GAAP operating margin was 18.2% versus 16.5%.
Adjusted diluted EPS guidance midpoint rose $0.10, with the range widened to $8.35 to $8.95.
Revenue guidance remained at $10.725 billion to $11.025 billion; full-year operating cash flow conversion is expected to exceed 90%.
Q1 operating cash flow fell to $191 million from $334 million, mainly due to higher accounts receivable; the company returned $141 million to shareholders via dividends and buybacks.
Wabtec reported fourth-quarter 2024 sales of $2.58 billion, up 2.3% from a year earlier, with GAAP diluted EPS of $1.23 (up 2.5%) and adjusted diluted EPS of $1.68 (up 9.1%). It also issued 2025 guidance for adjusted EPS of $8.35 to $8.75 and sales of $10.725 billion to $11.025 billion, and raised its quarterly dividend by 25%.
Wabtec agreed on January 13, 2025 to acquire the Inspection Technologies division of Evident for $1.78 billion in cash, subject to customary adjustments. The division is expected to generate about $433 million in 2024 revenue and $112 million in EBITDA, and Wabtec expects to finance the deal with cash on hand, its credit revolver and an incremental term loan, with pro forma net leverage of about 2.5x.
Purchase price of $1.78 billion in cash, subject to customary adjustments; about 12.0x projected 2025 EBITDA as adjusted by Wabtec
Evident Inspection Technologies expected 2024 revenue of about $433 million, EBITDA of about $112 million (25.9% margin) and about 68% recurring revenue
Financing from cash on hand, credit revolver and incremental term loan; pro forma net leverage of about 2.5x at closing
Closing expected by the end of the first half of 2025, subject to regulatory approvals and customary conditions
Wabtec's board elected Juan Perez as a director on December 2, 2024, effective January 29, 2025, and he will join the class of directors whose term expires in 2025. The filing describes a routine board addition with no financial results, guidance or deal terms attached.
Juan Perez elected to the board on December 2, 2024, effective January 29, 2025
Perez will serve in the class of directors whose term expires in 2025
Effective January 29, 2025, he joins the Audit Committee, the Governance and Sustainability Committee and its Environmental, Social and Governance Subcommittee
Perez receives non-employee director compensation as described in the April 4, 2024 proxy statement
Wabtec reported third quarter 2024 results on October 23, 2024, with sales up 4.4% to $2.66 billion and GAAP diluted EPS of $1.63, up 22.6%. The company raised and tightened its 2024 adjusted diluted EPS guidance to $7.45 to $7.65, while its revenue guidance of $10.25 billion to $10.55 billion was unchanged. For shareholders, the filing shows higher earnings and a higher profit outlook for the year.
Q3 2024 adjusted diluted EPS was $2.00, up 17.6% from $1.70 a year earlier
Q3 2024 sales were $2.66 billion, up 4.4%; GAAP operating margin rose to 16.3% from 14.5%
2024 adjusted diluted EPS guidance raised and tightened to $7.45 to $7.65; revenue guidance unchanged at $10.25 billion to $10.55 billion
Company repurchased $599 million of shares and paid $35 million in dividends in the quarter
Wabtec reported second quarter 2024 sales of $2.64 billion, up 9.8% from a year earlier, and GAAP diluted earnings per share of $1.64, up 54.7%. The company raised and tightened its 2024 adjusted diluted EPS guidance to $7.20 to $7.50, while leaving its revenue guidance unchanged at $10.25 billion to $10.55 billion, which indicates higher expected profit for shareholders.
Q2 2024 sales of $2.64 billion, up 9.8%; Freight segment sales up 13.1%
GAAP diluted EPS of $1.64, up 54.7%; adjusted diluted EPS of $1.96, up 39.0%
2024 adjusted diluted EPS guidance raised and tightened to $7.20 to $7.50; revenue guidance unchanged at $10.25 billion to $10.55 billion
Returned $235 million to shareholders through share repurchases and dividends in the quarter
Wabtec reported first-quarter 2024 sales of $2.50 billion, up 13.8%, and adjusted earnings of $1.89 per diluted share, up 47.7%. The company raised its 2024 adjusted earnings guidance to $7.00 to $7.40 per share from $6.50 to $6.90, which points to a higher earnings outlook for shareholders.
Q1 2024 GAAP EPS was $1.53, up 64.5%; adjusted EPS was $1.89, up 47.7%
Freight segment sales rose 17.2% to $1.82 billion; Transit segment sales rose 5.5% to $673 million
2024 sales guidance is $10.25 billion to $10.55 billion; adjusted EPS guidance is $7.00 to $7.40
The company returned $211 million to shareholders through buybacks and dividends in the quarter
Wabtec entered a Term Credit Agreement dated March 14, 2024, providing a new $225.0 million unsecured term loan that matures on the fifth anniversary of the closing date. The filing sets covenants requiring an Interest Coverage Ratio of at least 3.0 to 1.0 and a Leverage Ratio not to exceed 3.5 to 1.0, and it limits dividends and other restricted payments to periods without default and with covenant compliance.
New term loan facility: $225.0 million aggregate initial principal, dated March 14, 2024
Loan is unsecured, matures on the fifth anniversary of the March 14, 2024 closing date, and is guaranteed by certain subsidiaries
Interest spreads range from 1.000% to 1.750% for Term SOFR borrowings, based on public rating or leverage ratio
PNC Bank, National Association serves as administrative agent
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Wabtec filing is on SEC EDGAR ↗. 8-K briefs of other companies →