Director James R. Meyer (NASDAQ: RAIL) receives 8,959 restricted shares in new grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Meyer James R reported acquisition or exercise transactions in this Form 4 filing.

FreightCar America director James R. Meyer reported an indirect grant of 8,959 shares of common stock at $8.93 per share to Cinci-Cebu, Inc., which he wholly owns and is deemed to beneficially own. These are restricted shares granted under the issuer's 2022 Long Term Incentive Plan.

The restricted shares will vest in full at the close of business on the earlier of April 10, 2027, or the last trading day before the company's 2027 annual stockholders meeting. After this grant, Meyer holds 838,278 shares directly and 36,746 shares indirectly through Cinci-Cebu, Inc.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Meyer James R

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	8,959	$8.93	$80K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 36,746 shares (Indirect, See footnote); Common Stock — 838,278 shares (Direct, null)

Footnotes (1)

This Form 4 is being filed late due to inadvertent administrative error. Reflects a grant of restricted shares under Issuer's 2022 Long Term Incentive Plan. Shares will vest at the close of business on the earlier of (i) April 10, 2027, or (ii) the last trading day before the date of the Company's 2027 Annual Meeting of Stockholders. The securities are owned by Cinci-Cebu, Inc. James Meyer owns 100% of Cinci-Cebu, Inc. and is deemed to beneficially own all of the securities owned by Cinci-Cebu, Inc.

Key Figures

Restricted share grant: 8,959 shares Grant price: $8.93 per share Direct holdings after transaction: 838,278 shares +2 more

5 metrics

Restricted share grant 8,959 shares Grant of restricted common stock under 2022 Long Term Incentive Plan on April 10, 2026

Grant price $8.93 per share Price per share for 8,959 restricted shares granted April 10, 2026

Direct holdings after transaction 838,278 shares Directly owned FreightCar America common stock following April 10, 2026 entry

Indirect holdings after transaction 36,746 shares Indirectly owned via Cinci-Cebu, Inc. after the restricted share grant

Vesting date April 10, 2027 Restricted shares vest on April 10, 2027 or earlier trading day before 2027 annual meeting

Key Terms

restricted shares, 2022 Long Term Incentive Plan, beneficially own, Form 4

4 terms

restricted shares financial

"Reflects a grant of restricted shares under Issuer's 2022 Long Term Incentive Plan."

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

2022 Long Term Incentive Plan financial

"Reflects a grant of restricted shares under Issuer's 2022 Long Term Incentive Plan."

beneficially own financial

"James Meyer owns 100% of Cinci-Cebu, Inc. and is deemed to beneficially own all of the securities owned by Cinci-Cebu, Inc."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Form 4 regulatory

"This Form 4 is being filed late due to inadvertent administrative error."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 11:29 AM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Meyer James R

(Last)

(First)

(Middle)

125 SOUTH WACKER DRIVE

SUITE 1500

(Street)

CHICAGO

ILLINOIS

60606

(City)

(State)

(Zip)

UNITED STATES

(Country)

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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/10/2026⁽¹⁾		A⁽²⁾		8,959	A	$8.93	36,746	I	See footnote⁽³⁾
Common Stock								838,278	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This Form 4 is being filed late due to inadvertent administrative error.

2. Reflects a grant of restricted shares under Issuer's 2022 Long Term Incentive Plan. Shares will vest at the close of business on the earlier of (i) April 10, 2027, or (ii) the last trading day before the date of the Company's 2027 Annual Meeting of Stockholders.

3. The securities are owned by Cinci-Cebu, Inc. James Meyer owns 100% of Cinci-Cebu, Inc. and is deemed to beneficially own all of the securities owned by Cinci-Cebu, Inc.

	/s/ Michael A. Riordan, as attorney in fact	05/18/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did James R. Meyer report for RAIL on this Form 4?

James R. Meyer reported an indirect grant of 8,959 restricted shares of FreightCar America common stock at $8.93 per share. The grant is compensation under the 2022 Long Term Incentive Plan and increases his indirect ownership through Cinci-Cebu, Inc.

How many FreightCar America (RAIL) shares does James R. Meyer own after this filing?

After the reported grant, James R. Meyer holds 838,278 FreightCar America common shares directly and 36,746 shares indirectly through Cinci-Cebu, Inc. These figures reflect his beneficial ownership as shown in the Form 4 following the April 10, 2026 transaction.

What are the vesting terms of the restricted shares granted to James R. Meyer at RAIL?

The 8,959 restricted shares will vest at the close of business on the earlier of April 10, 2027, or the last trading day before FreightCar America’s 2027 annual stockholders meeting. Until vesting, they remain subject to the grant’s restrictions.

Through what entity does James R. Meyer hold indirect RAIL shares reported on this Form 4?

The indirect FreightCar America shares are owned by Cinci-Cebu, Inc. James R. Meyer owns 100% of Cinci-Cebu, Inc. and is deemed to beneficially own all securities that entity holds, according to the Form 4 footnote disclosure.

Was James R. Meyer’s Form 4 for FreightCar America filed on time?

The Form 4 states it is being filed late due to an inadvertent administrative error. This note explains the timing but does not change the underlying details of the reported grant and resulting ownership positions.

Is the transaction on this RAIL Form 4 a market purchase or a compensation grant?

The Form 4 describes the 8,959-share transaction as a grant of restricted shares under FreightCar America’s 2022 Long Term Incentive Plan. It is compensation-related, not an open-market purchase, and is coded as a grant or award acquisition.