Tax share withholding by FreightCar America (RAIL) chief commercial officer

Rhea-AI Filing Summary

FreightCar America, Inc. reported that its Chief Commercial Officer, Matthew Tonn, had 12,328 shares of common stock withheld by the company on 01/06/2026 to cover his tax withholding obligations at a price of $10.76 per share. After this tax-related withholding, he directly owned 239,151 shares of the company’s common stock.

The filing notes that this Form 4 was submitted late due to an inadvertent administrative error, indicating the delay was not intentional.

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^*

Tonn W Matthew

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

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
Common Stock	01/06/2026(1)		F(2)		12,328	D	$10.76	239,151	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

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

2. Shares withheld by the Company to satisfy tax withholding obligations of the Reporting Person.

	/s/ Michael A. Riordan, as attorney in fact	01/12/2026
	** 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.

FAQ

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

The company disclosed that Chief Commercial Officer Matthew Tonn had 12,328 shares of common stock withheld by the company on 01/06/2026 to satisfy his tax withholding obligations.

At what price were FreightCar America (RAIL) shares withheld for taxes?

The 12,328 FreightCar America common shares were withheld at a price of $10.76 per share in connection with the reporting person’s tax obligations.

How many FreightCar America (RAIL) shares does the officer own after the transaction?

Following the tax withholding transaction, Chief Commercial Officer Matthew Tonn beneficially owned 239,151 shares of FreightCar America common stock in direct ownership.

What is the role of the reporting person in FreightCar America (RAIL)?

The reporting person, Matthew Tonn, serves as Chief Commercial Officer of FreightCar America, Inc., and filed this Form 4 as an officer of the company.

Why was this FreightCar America (RAIL) Form 4 filed late?

According to the footnote, this Form 4 was filed late due to an inadvertent administrative error, indicating the delay was not deliberate.

Was this FreightCar America (RAIL) Form 4 transaction a discretionary sale?

No. The footnote explains that the 12,328 shares were withheld by the company to satisfy the reporting person’s tax withholding obligations, rather than being an open-market sale.