Every 8-K that FreightCar America, Inc. (RAIL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow RAIL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RAIL filings page.
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 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.
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.
FreightCar America, Inc. appointed Bradley J. Pickard to its Board of Directors as a Class II independent director, effective June 10, 2026. The Board increased to nine members, six of whom are independent. His initial term runs until the Company’s 2027 annual meeting of stockholders.
Pickard is a Managing Director at Republic Partners, LLC and has more than three decades of investment banking experience, including leadership roles at major firms and board service at other companies. He will be compensated under the Company’s standard non-executive director compensation policy, with no special arrangements or related-party relationships disclosed.
FreightCar America reported first quarter 2026 results with revenues of $64.3 million, down from $96.3 million a year earlier, and railcar deliveries of 577 units versus 710. Gross margin improved to 16.8% with gross profit of $10.8 million, up from a 14.9% margin in 2025.
The company recorded a $49.1 million non-cash gain from its warrant liability, driving net income of $41.6 million, or $1.15 per diluted share, while adjusted net loss was $0.5 million and Adjusted EBITDA was $3.2 million versus $6.4 million in 2025. Free cash flow was negative $4.5 million compared with positive $12.5 million a year earlier.
FreightCar America ended the quarter with a backlog of 2,058 railcars valued at $156 million and highlighted 86% aftermarket revenue growth and its highest quarterly gross margin in over a decade. It reaffirmed its 2026 outlook, including railcar deliveries of 4,000–4,500, revenue of $500–$550 million, and Adjusted EBITDA of $41–$50 million.
FreightCar America, Inc. reported the results of its Annual Meeting of Stockholders held on April 10, 2026.
Shareholders elected three Class III directors, approved on an advisory basis the compensation of the company’s named executive officers as described in the 2026 proxy statement, and ratified Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2026.
FreightCar America reported mixed but improving 2025 results and issued 2026 guidance. Fiscal 2025 revenue was $501.0 million versus $559.4 million in 2024, but gross margin rose to 14.6% and gross profit to $73.2 million. Net income reached $38.1 million, or $1.09 per diluted share, aided by a $51.9 million deferred tax valuation allowance release and partly offset by a $32.2 million non-cash warrant liability adjustment.
Adjusted net income was $18.1 million, or $0.50 per share, and Adjusted EBITDA was $44.8 million, an 8.9% margin, up from $43.0 million and 7.7% in 2024. Operating cash flow was $34.8 million and Adjusted free cash flow $31.4 million, up 44.8% year-over-year. The company ended 2025 with a 1,926-unit backlog valued at $137.5 million and completed the Carly Railcar Components acquisition to expand its aftermarket business.
For 2026, FreightCar America guides to 4,000–4,500 railcar deliveries, revenue of $500–$550 million, and Adjusted EBITDA of $41–$50 million, implying mid-single-digit revenue growth and higher Lease-Adjusted EBITDA versus 2025.
FreightCar America, Inc. has scheduled its 2026 annual general meeting of shareholders for April 10, 2026 at 10:00 a.m. Central Time. The meeting will be held in a virtual-only format via live internet webcast, with no physical in-person component. Shareholders who were on record as of the close of business on February 10, 2026 will be entitled to receive notice of, and vote at, the meeting.
FreightCar America (RAIL) filed an 8-K stating it issued a press release announcing financial results for the third quarter of 2025.
The press release is furnished as Exhibit 99.1 and, per Item 2.02, is furnished and not deemed filed. RAIL’s common stock trades on the Nasdaq Global Market.
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.
FreightCar America, Inc. adopted a stockholder rights plan by declaring a dividend of one preferred share purchase right for each share of common stock outstanding as of September 2, 2025, payable on September 8, 2025. The plan is designed to discourage any person or group from gaining control of the company without paying an appropriate control premium.
Each right lets its holder buy one one-hundredth of a share of Series D Junior Participating Preferred Stock for $42.00 once the rights become exercisable. A person or group that acquires 15% or more of the common stock (or 20% for a Schedule 13G filer) without Board approval becomes an “Acquiring Person” and faces significant penalties under the plan. Rights held by an Acquiring Person become void.
The rights expire on August 5, 2026, unless earlier redeemed or exchanged. Before anyone becomes an Acquiring Person, the Board can redeem all rights for $0.001 per right, or, after someone crosses the trigger but owns less than 50%, the Board can exchange each right for one share of common stock or an equivalent security.
FreightCar America, Inc. (Nasdaq: RAIL) submitted a Form 8-K on 4 Aug 2025 to furnish, under Item 2.02, a press release containing its Q2 2025 financial results and a reaffirmation of full-year 2025 guidance. The earnings release is provided as Exhibit 99.1, but detailed metrics are not included in the body of the filing. Because the information is "furnished" rather than "filed," it is excluded from Exchange Act Section 18 liability and is not incorporated by reference into other SEC filings. No other material events or transactions were reported.