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FreightCar America (RAIL) issues 13.6M shares after major warrant exercise

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Significant increase in shares outstanding: The issuance of 13,619,377 new common shares to the warrant holder brought total shares outstanding to 32,775,760 as of June 30, 2026, a large increase that can dilute existing shareholders’ ownership and per-share metrics.

Insights

Large warrant exercise materially increases FreightCar America's share count.

OC III LFE II, LP exercised warrants for 13,619,377 FreightCar America common shares, and the company issued those shares on June 30, 2026. As of that date, total common shares outstanding rose to 32,775,760.

This means the warrant exercise accounts for a substantial portion of the post-transaction share base. A higher number of shares outstanding generally spreads earnings and ownership over more shares, which can weigh on per-share metrics even if overall business performance is unchanged.

Investors will likely pay attention to how future results per share evolve with 32,775,760 shares outstanding as of June 30, 2026 and whether additional warrant or option activity further changes the capital structure.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Warrants exercised 13,619,377 shares Common stock purchased by OC III LFE II, LP on June 26, 2026
Shares issued from exercise 13,619,377 shares Common stock issued to the holder on June 30, 2026
Total shares outstanding 32,775,760 shares Common stock issued and outstanding as of June 30, 2026
Par value per share $0.01 per share Common stock par value stated for FreightCar America
warrants financial
"OC III LFE II, LP (the “Holder”) exercised warrants to purchase 13,619,377 shares"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Item 8.01. Other Events regulatory
"Emerging growth company Item 8.01. Other Events. On June 26, 2026"
common stock financial
"warrants to purchase 13,619,377 shares of common stock, par value $0.01 per share"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
0001320854false00013208542026-06-262026-06-26

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): June 26, 2026

_______________________________

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. ☐

Item 8.01. Other Events.

 

On June 26, 2026, OC III LFE II, LP (the “Holder”) exercised warrants to purchase 13,619,377 shares of common stock, par value $0.01 per share (the “Common Stock”), of FreightCar America, Inc. (the “Company”). As a result of the exercise, on June 30, 2026, the Company issued 13,619,377 shares of Common Stock to the Holder. After giving effect to the issuance, as of June 30, 2026, the Company had 32,775,760 shares of common stock issued and outstanding.

 

 

 

SIGNATURES

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

 

FREIGHTCAR AMERICA, INC.

 

Date: July 2, 2026

By:

/s/ Michael A. Riordan

Michael A. Riordan

Vice President, Finance, Chief Financial Officer and Treasurer

 

Source: View Original Filing on SEC EDGAR

FAQ

What did FreightCar America (RAIL) disclose in this 8-K filing?

FreightCar America disclosed that OC III LFE II, LP exercised warrants for 13,619,377 common shares. The company issued these shares on June 30, 2026, materially increasing its total common stock outstanding to 32,775,760 shares as of that date.

How many FreightCar America (RAIL) shares were issued from the warrant exercise?

FreightCar America issued 13,619,377 shares of common stock following the warrant exercise by OC III LFE II, LP. These shares were delivered on June 30, 2026, and significantly expanded the company’s equity base compared with its previous level of outstanding shares.

Who exercised warrants in FreightCar America (RAIL) according to the filing?

The filing states that OC III LFE II, LP, referred to as the Holder, exercised warrants to purchase 13,619,377 FreightCar America common shares. As a result, the company issued the same number of shares of common stock to this holder on June 30, 2026.

What is FreightCar America’s total common shares outstanding after the warrant exercise?

After issuing 13,619,377 new common shares upon warrant exercise, FreightCar America had 32,775,760 shares of common stock issued and outstanding as of June 30, 2026. This updated figure reflects the post-transaction capital structure reported in the 8-K filing.

On what dates did the warrant exercise and share issuance occur for FreightCar America (RAIL)?

The holder exercised its warrants on June 26, 2026, and FreightCar America issued 13,619,377 common shares on June 30, 2026. The company then reported that total common shares outstanding were 32,775,760 as of June 30, 2026, after giving effect to this issuance.

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