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FreightCar America, Inc. has adopted a limited‑duration stockholder rights plan and declared a non‑cash dividend of one preferred share purchase right for each outstanding common share, for stockholders of record on August 5, 2026. Each Right initially trades with the common stock and, once exercisable, allows the holder to buy one one‑hundredth of a Series E Junior Participating Preferred Share at a $42.00 purchase price, designed to approximate the value of one common share.
The Rights become exercisable if a person or group acquires 15% or more of outstanding common stock without Board approval, or 20% for certain Schedule 13G investors; the acquirer’s Rights then become void while other holders may buy shares at a 50% discount. The plan expires on July 5, 2027, unless earlier redeemed by the Board for $0.001 per Right or exchanged for common stock. The Board states the plan is intended to protect all stockholders in potential takeover situations, while management highlights strong margins, expanded aftermarket operations, and capturing approximately 45% of new railcar orders in Q2.
FreightCar America reported lower results for the quarter ended June 30, 2026. Revenue was $113,138 thousand, down from $118,623 thousand a year earlier, and gross margin fell to 5.5%. The company recorded a net loss of $30,103 thousand versus prior-year net income of $11,679 thousand, driven by weaker Manufacturing segment profitability and a $24,889 thousand loss from remeasuring its warrant liability.
For the first six months of 2026, revenue was $177,446 thousand compared with $214,913 thousand and net income was $11,546 thousand versus $62,127 thousand. Manufacturing revenue declined while Aftermarket sales increased, aided by the Carly Railcar Components acquisition. Total railcar orders rose to 3,550 units and backlog grew to 3,972 units with an estimated sales value of $344 million, improving future visibility.
Liquidity remained solid, with cash, cash equivalents and restricted cash of 62,978 thousand and $24,468 of availability under a $35,000 asset-based revolver, alongside a $100,725 thousand term loan outstanding. A June 2026 partial warrant exercise issued 13,619,377 shares and helped move stockholders’ equity to $36,201 thousand from $(107,413) thousand at December 31, 2025.
FreightCar America reported second quarter 2026 revenue of $113.1 million with 927 railcar deliveries, slightly below the prior year. Gross margin declined to 5.5%, including $2.2 million of workforce realignment costs, leading to an operating loss of $4.3 million. A $24.9 million non-cash loss from warrant liability remeasurement drove a net loss of $30.1 million, or $(0.94) per diluted share. Adjusted net loss was $0.8 million and Adjusted EBITDA was $1.2 million, down from $9.3 million in 2025.
Order activity was strong, with backlog rising 121% sequentially to 3,972 units valued at $344 million, and aftermarket revenue growing 13% year over year. Warrant exercises reduced the warrant liability to about $14.0 million and contributed to positive stockholders’ equity of $36.2 million. Second quarter operating cash flow was $12.1 million and free cash flow increased 43% to $11.3 million. Management realigned its Castaños operations, targeting approximately $12 million of annualized structural savings beginning in the third quarter, completed a second aftermarket acquisition after quarter-end, and now expects 2026 deliveries of 3,500–3,900 railcars, revenue of $410–$460 million and Adjusted EBITDA of $36–$44 million, with midpoints below 2025 levels.
BlackRock, Inc. has reported a passive ownership position in FreightCar America, Inc. common stock. BlackRock beneficially owns 958,735 shares, representing 5.00% of the outstanding common stock of FreightCar America as of June 30, 2026.
BlackRock reports 946,436 shares with sole voting power and 958,735 shares with sole dispositive power, with no shared voting or dispositive power. Various underlying clients and investors may receive dividends or sale proceeds, but no single underlying holder has more than five percent of FreightCar America’s outstanding common shares.
Pacific Investment Management Co. LLC (PIMCO) has updated its large ownership position in FreightCar America, Inc. PIMCO now reports beneficial ownership of 16,815,361 shares of common stock, representing 48.8% of the company’s outstanding shares as of June 30, 2026.
The position includes 15,166,643 common shares plus several warrants, including a 2023 warrant for 1,636,313 shares and three replacement warrants whose final share amounts depend on future “Common Stock Deemed Outstanding” calculations. On June 30, 2026, an affiliate, OC III LFE, partially exercised three warrants, receiving 13,619,377 shares at $0.01 per share via net exercise.
PIMCO characterizes the investment as made in the ordinary course but states it may discuss strategy, governance, capital structure and potential transactions with management, the board and other stakeholders, and could buy more or sell some of its securities depending on future conditions.
FreightCar America, Inc. reported that OC III LFE II, LP exercised warrants to purchase 13,619,377 shares of its common stock. The company issued the same number of shares to the holder on June 30, 2026. After this issuance, as of June 30, 2026, FreightCar America had 32,775,760 shares of common stock issued and outstanding, meaning the share count increased significantly compared with the pre-exercise level.
Pickard Bradley J reported acquisition or exercise transactions in this Form 4 filing.
FreightCar America, Inc. director Bradley J. Pickard reported receiving a grant of 8,175 shares of common stock as equity compensation. The shares were valued at $8.16 per share for reporting purposes, and this grant brings his directly held stake shown in the filing to 8,175 shares.
The award consists of restricted shares granted under the company’s 2022 Long Term Incentive Plan. These shares will fully vest at the close of business on the earlier of April 10, 2027, or the last trading day before the company’s 2027 annual stockholder meeting, assuming continued service and satisfaction of plan terms.
FreightCar America, Inc. director Bradley J. Pickard filed an initial Form 3 reporting his ownership in the company. The filing shows that he beneficially owns 0 shares of the company’s common stock directly following this reporting, and it does not report any buy or sell transactions.
FreightCar America, Inc. appointed Bradley J. Pickard to its Board of Directors as a Class II independent director, effective June 10, 2026. The Board increased to nine members, six of whom are independent. His initial term runs until the Company’s 2027 annual meeting of stockholders.
Pickard is a Managing Director at Republic Partners, LLC and has more than three decades of investment banking experience, including leadership roles at major firms and board service at other companies. He will be compensated under the Company’s standard non-executive director compensation policy, with no special arrangements or related-party relationships disclosed.
De Nigris Felan Jose reported acquisition or exercise transactions in this Form 4 filing.
FreightCar America director Felan Jose De Nigris received a grant of 8,959 shares of common stock as equity compensation. The grant, made at a reference price of $8.93 per share, consists of restricted shares under the company’s 2022 Long Term Incentive Plan.
The restricted shares will vest at the close of business on the earlier of April 10, 2027, or the last trading day before the company’s 2027 Annual Meeting of Stockholders. After this grant, De Nigris directly holds 92,566 shares of FreightCar America common stock. The filing notes it was submitted late due to an inadvertent administrative error.