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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):
October 14, 2026
FREIGHTCAR AMERICA, INC.
(Exact name of Registrant as specified in its charter)
| Delaware |
|
001-42830 |
|
25-1837219 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
| 125 South 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. ☐
Item 1.01. Entry into a Material Definitive
Agreement.
Stockholder Agreement
On October 14, 2026, FreightCar
America, Inc., a Delaware corporation (the “Company”), entered into an agreement (the “Stockholder Agreement”)
with OC III LVS XII LP, OC III LVS XXVIII LP, and OC III LFE II LP (each on behalf of itself, “Stockholder”). Collectively,
Stockholder beneficially owns approximately 48.8% of the Company’s outstanding common stock, par value $0.01 per share (the “Common
Stock”), including shares issuable upon exercise of warrants, as reported in its Schedule 13D/A filed with the Securities and Exchange
Commission (the “SEC”) on July 2, 2026.
The Stockholder Agreement
includes the following material terms:
Termination of the Rights Agreement. The Company agreed to terminate, upon execution of the Stockholder Agreement, its Rights Agreement, dated as of August 5, 2026 (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The terms of the Rights Agreement are described in the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2026. The termination is described in Item 1.02 below.
Limit on Future Rights Plans. The Company agreed not to adopt any stockholder rights plan in which the definition of “Acquiring Person” (or any similar term) includes an ownership threshold of less than 20% of the Common Stock then outstanding.
Board Review of Certain Transfers. Before Stockholder directly or indirectly sells, transfers or assigns any Subject Shares (as defined in the Stockholder Agreement) to a person who is, or would become as a result of the transfer, a “Material Holder,” Stockholder must give the Board written notice describing the number of shares, the price and general terms of the proposed sale, and the identity of the proposed transferee. A “Material Holder” is generally a person that, together with its affiliates and any “group” (as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of which it is a member, would beneficially own more than 20% of the Company’s outstanding share capital, calculated on a fully diluted basis. The Board may, in its sole discretion and subject to applicable law, approve or reject the proposed transfer in whole or in part, or set conditions to the transfer. If Stockholder does not receive a written disapproval or conditions from the Board within 10 days after delivering its notice, Stockholder may complete the transfer on the terms described in the notice within the following 60 days.
Permitted Transfers. The Board review requirement does not apply to (1) transfers to Stockholder’s affiliates so long as any such affiliate agrees to be bound by the terms of the Stockholder Agreement; (2) sales in an underwritten public offering or through a broker under Rule 144 under the Securities Act of 1933, as amended, if Stockholder does not know, after due inquiry, that any transferee is or will be a Material Holder; or (3) dispositions in connection with (a) a Board-approved binding definitive agreement under which a person or group will acquire more than 50% of the Company’s voting securities or (b) a tender or exchange offer that, if completed, would result in a person or group beneficially owning more than 50% of the Company’s voting securities, if the Company’s Schedule 14D-9 for that offer does not recommend that stockholders reject the offer or state that the Board is considering its response.
Notice of Transfers. Stockholder must notify the Company of any transfer of Subject Shares no later than the date of the transfer. Transfers to affiliates may be reported up to five business days after they occur, and no notice is required for permitted transfers described in clauses (2) and (3) above.
Term. The Stockholder Agreement will terminate at 11:59 p.m. (Eastern Time) on the earlier of (1) the fourth anniversary of the date of the agreement and (2) the date on which Stockholder, together with its affiliates, no longer beneficially owns more than 20% of the Company’s outstanding share capital, calculated on a fully diluted basis.
The Stockholder Agreement
contains customary representations and warranties, including the Company’s representation that, as of the date of the agreement,
no Acquiring Person and no Distribution Date (each as defined in the Rights Agreement) existed.
The foregoing description
of the Stockholder Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stockholder
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment and Termination
of Rights Agreement
On October 14, 2026, in connection
with the Stockholder Agreement, the Company and the Rights Agent entered into an Amendment and Termination of Rights Agreement (the “Amendment”).
The information set forth in Item 1.02 of this Current Report on Form 8-K regarding the Amendment is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive
Agreement.
On October 14, 2026, as required
by the Stockholder Agreement, the Company and the Rights Agent entered into the Amendment. The Amendment amends the Rights Agreement to
accelerate its expiration date from July 5, 2027 to the Close of Business (as defined in the Rights Agreement) on October 14, 2026.
The Board approved the Amendment
under Section 27 of the Rights Agreement, which permits the Company to amend the Rights Agreement without the approval of the holders
of the Rights while the Rights are redeemable. As a result of the Amendment, the Rights expired and the Rights Agreement terminated at
the Close of Business on October 14, 2026.
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy
of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03. Material Modification to Rights
of Security Holders.
The information set forth
in Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated herein by reference. As a result of the Amendment, effective
as of the Close of Business on October 14, 2026, the Preferred Stock Purchase Rights registered under Section 12(b) of the Exchange Act
expired and are no longer outstanding, and the holders of Common Stock are no longer entitled to any rights or benefits under the Rights
Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number |
|
Exhibit Description |
| 4.1 |
|
Amendment and Termination of Rights Agreement, dated as of October 14, 2026, by and between FreightCar America, Inc. and Computershare Trust Company, N.A., as rights agent. |
| 10.1 |
|
Agreement, dated as of October 14, 2026, by and between FreightCar America, Inc., OC III LVS XII LP, OC III LVS XXVIII LP, and OC III LFE II LP. |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
SIGNATURES
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 thereunto duly authorized.
| |
FreightCar America, Inc. |
| |
|
| Date: October 15, 2026 |
By: |
/s/ Nicholas Randall |
| |
Name: |
Nicholas Randall |
| |
Title: |
President and Chief Executive Officer |
