RAIL amends executive agreements with multi‑month salary and bonus payouts

Rhea-AI Filing Summary

FreightCar America, Inc. amended two executive employment agreements to define post‑termination pay and benefits. One executive will receive continued base salary for 24 months, two equal bonus payments based on the average of the prior two full years' bonuses (first payment in the year after termination and the second one year later), and continued group health coverage for 24 months. The other executive will receive continued base salary for 18 months, two equal bonus payments based on the average of the prior two full years' bonuses (first payment in the calendar year after termination and the second at 18 months after termination), and group health coverage for 18 months. The filing attaches the two amendment exhibits and an interactive data file and is signed by the company CFO.

Positive

• Clear severance terms for both executives reduce contractual ambiguity
• Structured bonus formula uses a two‑year average, standardizing payouts
• Health coverage continuation for 18–24 months supports executive welfare

Negative

• Significant cash obligations: salary continuation for 24 months and 18 months
• Two lump-sum bonus payments may concentrate cash outflows in the 12–24 month window
• No disclosed performance/clawback conditions tied to the severance payments

Insights

Compensation Specialist

Severance terms increase short‑term cash and benefit obligations.

The amendments specify fixed cash severance: continued base salary for 24 months for one executive and 18 months for the other, plus two equal bonus payments calculated as the average of the two prior full years' bonuses. These terms shift payout timing into discrete installments, which concentrates near‑term cash outflows in the first two years after termination.

Key dependencies include actual termination timing and the referenced prior bonus amounts; monitor when payouts become contractually due and the company's liquidity over the same horizon.

Corporate Governance Advisor

Amendments clarify post‑termination protections and retention incentives.

By formalizing extended salary continuation and health coverage, the company strengthens executive safety nets that can aid retention and recruitment. The use of average prior bonuses standardizes the variable component rather than tying payouts to future performance metrics.

Potential governance considerations include shareholder perception of executive pay levels and the absence of explicit performance or clawback triggers in these provisions; review proxy disclosures for alignment with compensation policy over the coming reporting cycle.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 11, 2025

FREIGHTCAR AMERICA, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-51237		25-1837219
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

125 S. Wacker Drive, Suite 1500

Chicago, Illinois 60606

(Address of principal executive offices) (Zip Code)

(800) 458-2235

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		RAIL		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 11, 2025, the board of directors (the “Board”) of FreightCar America, Inc. (the “Company”), upon recommendation of the compensation committee of the Board, approved amendments to the employment arrangements of Nicholas J. Randall, the Company’s President and Chief Executive Officer, and Michael A. Riordan, the Company’s Chief Financial Officer and Treasurer, effective September 3, 2025 to modify the severance benefits payable to each executive in connection with a qualifying termination of employment following a Change in Control (as defined in the Company’s Executive Severance Plan).

Specifically, the amendments provide that, in the event the executive’s employment is terminated by the Company without Cause or the executive resigns for Good Reason (as such terms are defined in the Company’s Executive Severance Plan), in either case within 24 months following the consummation of a Change in Control, the executive will be entitled to the following benefits:

Mr. Randall

● continued base salary for 24 months following the date of termination;

● two equal bonus payments, each equal to the average of the annual bonuses paid to him for the two full years prior to termination (with any partial-year bonus annualized), with the first payment on March 15 of the first calendar year following termination and the second payment on March 15 of the second calendar year following termination; and

● continued participation in the Company’s group health plan for 24 months following termination.

Mr. Riordan

● continued base salary for 18 months following the date of termination;

● two equal bonus payments, each equal to the average of the annual bonuses paid to him for the two full years prior to termination (with any partial-year bonus annualized), with the first payment on March 15 of the calendar year following termination and the second payment on the date that is 18 months following the termination date; and

● continued participation in the Company’s group health plan for 18 months following termination.

These benefits are provided in lieu of any severance benefits otherwise payable to the executives under the Company’s Executive Severance Plan.

The foregoing summary is qualified in its entirety by reference to the full text of the amendments, which are filed as exhibits to this Current Report on Form 8-K.

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Item 9.01 Financial Statements and Exhibits

(a)           Exhibits

Exhibit No.
10.1		Amendment No. 1 to Employment Letter Agreement, by and between FreightCar America, Inc. and Nicholas J. Randall.
10.2		Amendment No. 1 to Offer Letter Agreement, by and between FreightCar America, Inc. and Michael A. Riordan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FREIGHTCAR AMERICA, INC.
Date: September 16, 2025	By:	/s/ Michael Riordan
		Name:	Michael Riordan
		Title:	Vice President, Chief Financial Officer and Treasurer

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FAQ

What severance does FreightCar America (RAIL) provide under the amendments?

The agreements provide continued base salary for 24 months for one executive and 18 months for the other, plus two equal bonus payments and continued group health coverage for the same respective periods.

How are the bonus payments calculated for the RAIL executives?

Each bonus payment equals the average of the annual bonuses paid to the executive for the two full years prior to termination (with any partial year annualized).

When are the bonus payments scheduled to be paid?

For the 24‑month package, the first payment is in the calendar year after termination and the second one year later; for the 18‑month package, the first is in the calendar year after termination and the second at 18 months after termination.

Do the amendments include any other exhibits or filings?

Yes. The filing attaches two amendment exhibits (Exhibits 10.1 and 10.2) and an interactive data file (Exhibit 104), and is signed by the CFO.