FreightCar America (RAIL) CEO awarded 35,900 RSUs vesting through 2029

Rhea-AI Filing Summary

FreightCar America, Inc. reported that President and CEO, and director, Randall Nicholas J received an equity award. On January 13, 2026, he was granted 35,900 restricted stock units (RSUs) under the company’s 2022 Long Term Incentive Plan.

The RSUs vest over three years, with 34% vesting on January 13, 2027, and 33% vesting on each of January 13, 2028 and January 13, 2029, as long as he continues in service through those dates. After this grant, he directly holds 35,900 derivative securities, and each vested RSU will convert into one share of common stock, effectively increasing his equity-linked stake in the company over time.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Randall Nicholas J

(Last) (First) (Middle)

125 SOUTH WACKER DRIVE

SUITE 1500

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FreightCar America, Inc. [ RAIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	01/13/2026		A		35,900		(1)	(1)	Common Stock	35,900	$0	35,900	D

Explanation of Responses:

1. On January 13, 2026, the recipient was granted 35,900 restricted stock units ("RSUs") under the Issuer's 2022 Long Term Incentive Plan. The RSUs will vest 34% on January 13, 2027, 33% on January 13, 2028 and 33% on January 13, 2029, subject to the Reporting Person's continued service through such date. Once vested, each RSU represents the right to receive one share of common stock.

	/s/ Michael A. Riordan, as attorney in fact	01/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did FreightCar America (RAIL) report in this Form 4?

The company reported that its President and CEO, Randall Nicholas J, received a grant of 35,900 restricted stock units (RSUs) on January 13, 2026 under the 2022 Long Term Incentive Plan.

Who is the reporting person in this FreightCar America (RAIL) Form 4 filing?

The reporting person is Randall Nicholas J, who serves as both a director and the company’s President and CEO.

How many FreightCar America RSUs were granted to the CEO and at what price?

The CEO was granted 35,900 RSUs at a stated price of $0 per unit, reflecting a compensatory equity award rather than an open-market purchase.

What is the vesting schedule for the 35,900 FreightCar America RSUs?

The RSUs vest 34% on January 13, 2027, and 33% on each of January 13, 2028 and January 13, 2029, subject to the CEO’s continued service through each vesting date.

What does each FreightCar America RSU represent for the CEO?

Once vested, each RSU represents the right to receive one share of FreightCar America common stock, increasing the CEO’s share-based ownership over time.

How many derivative securities does the FreightCar America CEO own after this grant?

Following this reported transaction, the CEO beneficially owns 35,900 derivative securities, all held with direct ownership.