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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):
August 5, 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 |
| Preferred Stock Purchase Rights |
|
N/A |
|
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 1 – Registrant’s Business
and Operations
Item 1.01. Entry into a Material Definitive
Agreement
On August 5, 2026, the Board
of Directors (the “Board”) of FreightCar America, Inc., a Delaware corporation (the “Company”), declared a dividend
of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of
the Company. The dividend is payable on August 5, 2026 to the stockholders of record on August 5, 2026. The description and terms of the
Rights are set forth in a Rights Agreement (the “2026 Rights Agreement”) by and between the Company and Computershare Trust
Company, N.A., as rights agent. The 2026 Rights Agreement is intended to replace the Company’s Rights Agreement, dated as of September
8, 2025 (the “2025 Rights Agreement”), which expires on August 5, 2026. Other than extending the term, the 2026 Rights Agreement
makes no changes to the material terms and conditions of the 2025 Rights Agreement.
The 2026 Rights Agreement
is similar to stockholder rights plans adopted by other public companies and is intended to protect the interests of the Company and its
stockholders by reducing the likelihood that any person or group gains control of the Company through open market accumulation or other
tactics without paying an appropriate control premium. In general terms, it works by imposing a significant penalty upon any person or
group that acquires beneficial ownership of 15% or more of the outstanding common stock of the Company without the approval of the Board
(or 20% or more in the case of a person or group that is entitled to file, and does file, a Schedule 13G (a “13G Investor”)).
The 2026 Rights Agreement should not interfere with any merger or other business combination approved in advance by the Board. The 2026
Rights Agreement also provides that if a stockholder’s beneficial ownership of the Company’s common stock as of the time of
the first public announcement of the declaration of the Rights dividend is at or above the applicable protective threshold (including
through entry into certain derivative positions), the rights would become exercisable if at any time after such date, the stockholder
increases its ownership percentage by 0.001% or more.
A summary of the terms of
the 2026 Rights Agreement follows. This description is only a summary, is not complete, and should be read together with, and is qualified
in its entirety by, the entire Rights Agreement, which has been filed as an exhibit to this Current Report on Form 8-K and is incorporated
herein by reference. A copy of the 2026 Rights Agreement is available free of charge from the Company upon request.
The Rights. The Board
authorized the issuance of a Right with respect to each outstanding share of common stock on August 5, 2026. The Rights will initially
trade with, and will be inseparable from, the common stock. The Rights will be evidenced only by certificates that represent shares of
common stock (or, in the case of uncertificated shares, which is how most holders’ shares are represented, by notations in the book-entry
account system that track the ownership of certificated shares). New Rights will accompany any new shares of common stock the Company
issues after August 5, 2026 until the Distribution Date described below.
Purchase Price. Each
Right will allow its holder to purchase from the Company one one-hundredth of a share of Series E Junior Participating Preferred Stock
(a “Preferred Share”) for $42.00 (the “Purchase Price”), once the Rights become exercisable, subject to adjustment.
This portion of a Preferred Share will give the stockholder approximately the same dividend, voting and liquidation rights as would one
share of common stock. Prior to exercise or exchange, the Right will not give its holder any dividend, voting or liquidation rights.
Exercisability. The
Rights will not be exercisable until:
| ● | 10 business days after the public announcement that a person
or group has become an “Acquiring Person” by obtaining beneficial ownership of 15% or more of the Company’s outstanding
common stock (or 20% or more in the case of a 13G Investor); or |
| ● | 10 business days (or a later date determined by the Board
before any person or group becomes an Acquiring Person) after a person or group begins or announces a tender or exchange offer which,
if completed, would result in that person or group becoming an Acquiring Person. |
Shares held by affiliates
and associates of an Acquiring Person, and Notional Common Shares (as defined in the 2026 Rights Agreement) held by counterparties to
a Derivatives Contract (as defined in the 2026 Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by
the Acquiring Person.
The date when the Rights become
exercisable is the “Distribution Date.” Until that date, the common stock certificates (or, in the case of uncertificated
shares, notations in the book-entry account system) will also evidence the associated Rights, and any transfer of shares of common stock
will constitute a transfer of the associated Rights. After that date, the Rights will separate from the common stock and be evidenced
by Rights certificates that the Company will mail to all eligible holders of common stock. Any Rights held by an Acquiring Person or certain
transferees thereof are null and void and may not be exercised.
Consequences of a Person
or Group Becoming an Acquiring Person.
| ● | Flip In. If a person or group becomes an Acquiring
Person, then the Rights are activated, or “flip in,” and all holders of Rights except the Acquiring Person may, for the Purchase
Price determined pursuant to the Agreement, purchase shares of the Company’s common stock at a price per share equal to 50% of
the then-current per share market value of the common stock, based on the market price of the common stock prior to such acquisition. |
| ● | Flip Over. If the Company is acquired in a merger or
similar transaction after the Distribution Date, then the Rights “flip over” and become exercisable with respect to the Acquiring
Person’s stock and all holders of Rights except the Acquiring Person may receive that number of shares of the person with which
the Company has engaged in the foregoing transaction that have a market value equal to twice the exercise price of the Right. |
Preferred Share Provisions.
Each one one-hundredth of
a Preferred Share, if issued and, subject to adjustment:
| ● | will entitle holders to quarterly dividend payments of $0.01
per share, or an amount equal to the dividend paid for such quarter on one share of common stock, whichever is greater. |
| ● | will entitle holders upon the liquidation, dissolution or
winding-up of the Company either to receive $1 per share or an amount equal to the payment made in connection therewith on each share
of common stock, whichever is greater. |
| ● | will generally have the same voting power as one share of
common stock. |
| ● | if shares of the Company’s common stock are converted
via a merger, consolidation, or similar transaction, will entitle holders to a per share payment equal to the payment made on one share
of common stock. |
The value of one one-hundredth
interest in a Preferred Share should approximate the value of one share of common stock.
Expiration. The Rights
will expire, without any further action required of the Board, on July 5, 2027, unless the Expiration Date is advanced or extended or
unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below, or upon the occurrence of certain
transactions.
Redemption. The Board
may redeem the Rights for $0.001 per Right at any time before any person or group becomes an Acquiring Person. The redemption price for
the Rights is payable at the option of the Company, in cash, shares of Common Stock or such other form of consideration as the Board of
Directors of the Company shall determine. The redemption of the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors of the Company in its sole discretion may establish. If the Board redeems any Rights, it must redeem
all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.001
per Right. The redemption price will be adjusted if the Company effects a stock split or stock dividends on its common stock.
Exchange. After a person
or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the Company’s outstanding common stock,
the Board may extinguish the Rights by exchanging one share of common stock or a security with equivalent value for each Right, other
than Rights owned by the Acquiring Person or that otherwise become void.
Anti-Dilution Provisions.
The purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights may be adjusted
in certain circumstances to prevent dilution that may occur as a result of a stock dividend, a stock split, a stock combination, a reclassification
or similar events of or relating to the Preferred Shares or the common stock. No adjustments to the Purchase Price of less than 1% will
be made.
Amendments. The terms
of the 2026 Rights Agreement may be amended by the Board of Directors without the consent of the holders of the Rights. After a person
or group becomes an Acquiring Person, the Board of Directors may not amend the 2026 Rights Agreement in a way that adversely affects holders
of the Rights as such (other than an Acquiring Person or an affiliate or associate of any Acquiring Person).
The foregoing summary does not purport to be complete
and is qualified in its entirety by reference to the full text of the Certificate of Designation for the Preferred Shares and the 2026
Rights Agreement, copies of which are attached as Exhibits 3.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated
by reference herein.
Section 3 – Securities and Trading Markets
Item 3.03. Material Modifications of Rights of
Security Holders
See the disclosures in Items 1.01 and 5.03 of this
Current Report on Form 8-K, which are incorporated by reference herein.
Section 5 – Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
In connection with the adoption of the 2026 Rights
Agreement referenced in Item 1.01 above, the Board approved the Certificate of Designation establishing the Preferred Shares and the rights,
preferences and privileges thereof. The Certificate of Designation was filed with the Secretary of State of the State of Delaware on August
5, 2026. The Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The information set
forth under Item 1.01 above is incorporated by reference herein.
Section 8 – Other Events
Item 8.01. Other Events.
On August 5, 2026, the Company issued a press release
announcing adoption of the 2026 Rights Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated by reference herein.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit Number |
|
Exhibit Description |
| 3.1 |
|
Certificate of Designation of Series E Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on August 5, 2026. |
| 4.1 |
|
Rights Agreement, dated as of August 5, 2026, by and between the Company and Computershare Trust Company, N.A., which includes as Exhibit A, the Form of Certificate of Designation of Series E Junior Participating Preferred Stock, and as Exhibit B, the Form of Right Certificate. |
| 99.1 |
|
Press Release, dated August 5, 2026. |
| 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: August 5, 2026 |
|
By: |
/s/ Nicholas Randall |
| |
|
Name: |
Nicholas Randall |
| |
|
Title: |
President and Chief Executive Officer |
Exhibit 99.1
The Board of Directors of FreightCar America, Inc. Adopts a Limited
Duration Stockholder Rights Plan
08/05/2026
Protects Long-Term Value for All Stockholders
CHICAGO, August 05, 2026 (GLOBE NEWSWIRE) -- FreightCar America, Inc.
(NASDAQ: RAIL) (the “Company” or “FreightCar”) announced today that its Board of Directors (the “Board”)
has adopted a limited duration stockholder rights plan (the “Rights Plan”) to protect the best interests of all FreightCar
America, Inc. stockholders. The Rights Plan is intended to replace the Company’s existing limited duration rights plan, which expires
on August 5, 2026.
“Our Board of Directors and management believe strongly in the
direction of the company and its prospects for long-term value creation. Following an analysis of our current position, the Board determined
it was important to adopt a new rights plan to protect the interests of all the Company’s stockholders,” said Jim Meyer, Chairman
of FreightCar America.
The Rights Plan is intended to enable all stockholders to realize the
long-term value of their investment, provide an opportunity for all stockholders to receive fair and equal treatment in the event of any
proposed takeover of the Company, and to reduce the likelihood that any person or group gains control of the Company through open-market
accumulation or other tactics without paying an appropriate control premium. The Rights Plan is also intended to provide the Board with
sufficient time to make informed judgments and take actions that are in the best interests of FreightCar and all of its stockholders.
The Rights Plan is not intended to deter good faith offers or preclude the Board from taking actions that it believes are in the best
interest of the Company and its stockholders.
“We remain confident in the outlook for our company, as we continue
to drive execution across our business. As a result of our commercial and operating initiatives, we are achieving industry leading margins
despite relatively low volumes, while at the same time growing our share of new railcar orders, which reached approximately 45% in Q2.
This success is a testament to our relentless focus on our customers,” said Nick Randall, President and Chief Executive Officer
of FreightCar America. “We have also grown our higher-margin aftermarket business through strategic and disciplined acquisitions,
which will result in a broader and more balanced rail business that generates more consistent revenues across the cycle. We believe we
are well-positioned to perform in the current environment and accelerate performance further as sector demand returns,” Randall
concluded.
About the Rights Plan
The Rights Plan is similar to the Company’s existing limited
duration rights plan and plans adopted by other publicly-traded companies. In connection with the adoption of the Rights Plan, the Board
of Directors declared a non-cash dividend distribution of one preferred share purchase right for each share of the Company’s common
stock outstanding as of August 5, 2026, the record date. In general terms, the rights will become exercisable only if a person or group
acquires 15% or more of the outstanding common stock of the Company without the approval of the Board (or 20% or more in the case of passive
investors who are eligible to, and do, report their holdings on Schedule 13G). In the event that the rights become exercisable, each right
will entitle stockholders (other than the acquiring person or group) to buy shares of FreightCar’s common stock at a 50% discount.
The rights of the acquiring person or group in that event will become void and not exercisable.
This announcement is a summary only and is qualified by reference to
the full text of the Rights Plan. Additional details regarding the Rights Plan will be contained in a Form 8-K to be filed by the Company
with the U.S. Securities and Exchange Commission.
About FreightCar America
FreightCar America, headquartered in Chicago, Illinois, is a leading
designer, producer and supplier of railroad freight cars, railcar parts and components. We also specialize in railcar repairs, complete
railcar rebody services and railcar conversions that repurpose idled rail assets back into revenue service. Since 1901, our customers
have trusted us to build quality railcars that are critical to economic growth and instrumental to the North American supply chain. To
learn more about FreightCar America, visit www.freightcaramerica.com.
Forward-Looking Statements
This press release contains statements relating to our expected financial
performance, financial condition, and/or future business prospects, events and/or plans that are “forward-looking statements”
as defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our estimates and assumptions
only as of the date of this press release. Our actual results may differ materially from the results described in or anticipated by our
forward-looking statements due to certain risks and uncertainties. These risks and uncertainties relate to, among other things, the cyclical
nature of our business; adverse geopolitical, economic and market conditions, including inflation; material disruption in the movement
of rail traffic for deliveries; fluctuating costs of raw materials, including steel and aluminum; delays in the delivery of raw materials;
our ability to maintain relationships with our suppliers of railcar components; our reliance upon a small number of customers that represent
a large percentage of our sales; the variable purchase patterns of our customers and the timing of completion; delivery and customer acceptance
of orders; the highly competitive nature of our industry; the risk of lack of acceptance of our new railcar offerings; potential unexpected
changes in laws, rules, and regulatory requirements, including tariffs and trade barriers (including recent United States tariffs imposed
or threatened to be imposed on China, Canada, Mexico and other countries and any retaliatory actions taken by such countries); and other
competitive factors. The factors listed above are not exhaustive. New factors emerge from time to time that may cause our business not
to develop as we expect, and it is not possible for us to predict all of them. We expressly disclaim any duty to provide updates to any
forward-looking statements made in this press release, whether as a result of new information, future events or otherwise.
For more information, please contact:
chris@jbgcapadvisory.com
