FreightCar America filings document the operating results, governance actions and capital-structure matters of a public railcar manufacturer and aftermarket supplier. Form 8-K reports include results of operations and financial condition, with disclosures on revenue, railcar deliveries, backlog, gross margin, adjusted EBITDA, cash flow and non-cash warrant-liability adjustments.
Proxy and governance filings cover annual meeting procedures, director elections, advisory executive compensation votes and auditor ratification. Other filings address material agreements, including a stockholder rights agreement, as well as executive severance arrangements, common and preferred stock references, and related risk and control provisions.
FreightCar America, Inc. (RAIL) is the issuer in BlackRock, Inc.’s amended report, which states that BlackRock beneficially owned 1,201,470 common shares, or 3.7%, as of September 30, 2026. BlackRock reported sole voting power over 1,186,115 shares and sole dispositive power over 1,201,470 shares; shared voting and dispositive power were both zero.
The report covers securities attributed to certain BlackRock business units and affiliates. It also states that various persons may receive dividends or sale proceeds, but no one person’s interest exceeds 5% of FreightCar America’s outstanding common shares.
FreightCar America, Inc. (RAIL) reported preliminary, unaudited third-quarter 2026 deliveries of 662 railcars, revenue of $75 million to $77 million and Adjusted EBITDA of $(0.3) million to $0.3 million. In third-quarter 2025, the figures were 1,304 railcars, $160.5 million and $17.0 million, respectively. Results remain subject to quarter-end closing and review procedures.
The company removed 1,285 railcars tied to a tank-car retrofit order from backlog, saying it believes the customer is unlikely to meet its contract obligations. The order was scheduled for delivery in the second half of 2026 through 2027; the updated 2026 outlook excludes the related 2026 deliveries, and no other backlog orders are affected. After removal, backlog was 2,660 units valued at $284.5 million as of September 30, 2026.
Updated fiscal 2026 outlook is 3,100–3,300 railcar deliveries, $370–$410 million revenue and $15–$19 million Adjusted EBITDA, versus prior ranges of 3,500–3,900 railcars, $410–$460 million and $36–$44 million. Full third-quarter results are expected November 9, 2026 after market close.
On October 14, 2026, FreightCar America, Inc. (RAIL) agreed with OC III, OC XXVIII and OCI III LFE to terminate its existing stockholder rights plan and not adopt a future plan whose “Acquiring Person” definition uses an ownership threshold below 20% of outstanding Common Stock. Certain sales, transfers or assignments by those stockholders or certain affiliates to a person who is or would become a beneficial owner of 20% or more are subject to Board approval, subject to exceptions.
Pacific Investment Management Co. LLC reported beneficial ownership of 16,815,352 shares, or 48.8%, including 15,166,643 Common Stock shares, a 2023 Warrant exercisable for 1,636,313 shares and three replacement warrants each exercisable for an indeterminate number equal to approximately 0.01% of Common Stock Deemed Outstanding. The reported percentage uses 32,791,280 Common Stock shares outstanding as of July 31, 2026, plus 12,396 shares underlying the replacement warrants and 1,636,313 shares underlying the 2023 Warrant. Alyssa Creighton, Senior Vice President, signed the amendment; Zephram Yowell is listed as the notice contact.
FreightCar America, Inc. (RAIL) entered into a stockholder agreement on October 14, 2026 with OC III LVS XII LP, OC III LVS XXVIII LP and OC III LFE II LP, which together beneficially own approximately 48.8% of common stock, including shares issuable upon warrant exercise. The agreement bars future rights plans with an “Acquiring Person” threshold below 20%. A transfer that could make a buyer a “Material Holder”—generally, beneficial ownership above 20% on a fully diluted basis, including affiliates and group members—requires advance Board notice identifying the shares, price, terms and transferee.
The Board may approve, reject or condition a proposed transfer. If it sends no written disapproval or conditions within 10 days after notice, the transfer may proceed on the noticed terms during the following 60 days. The agreement ends at 11:59 p.m. Eastern Time on the earlier of its fourth anniversary or when the stockholders and affiliates no longer beneficially own more than 20% on a fully diluted basis. Separately, the Company and rights agent accelerated the Rights Agreement’s expiration from July 5, 2027 to the Close of Business on October 14, 2026; the rights expired then, ending common stockholders’ rights and benefits under that agreement.
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.