FreightCar America (RAIL) awards 13,540 RSUs to chief commercial officer

Rhea-AI Filing Summary

FreightCar America, Inc. reported an equity award to a senior executive. Chief Commercial Officer Matthew W. Tonn was granted 13,540 restricted stock units (RSUs) on January 13, 2026 under the company’s 2022 Long Term Incentive Plan, at a stated price of $0 per unit.

The RSUs vest over three years, with 34% vesting on January 13, 2027, 33% on January 13, 2028, and 33% on January 13, 2029, as long as he continues in service through each date. Once vested, each RSU converts into one share of FreightCar America common stock, aligning the officer’s compensation with future company performance.

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)
01/13/2026

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		13,540		(1)	(1)	Common Stock	13,540	$0	13,540	D

Explanation of Responses:

1. On January 13, 2026, the recipient was granted 13,540 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.
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) report on this Form 4?

The Form 4 reports that Chief Commercial Officer Matthew W. Tonn received a grant of 13,540 restricted stock units (RSUs) on January 13, 2026 under FreightCar America’s 2022 Long Term Incentive Plan.

How many restricted stock units did the FreightCar America (RAIL) executive receive and at what price?

The executive was granted 13,540 RSUs at a stated price of $0 per unit, as shown in the derivative securities table.

What is the vesting schedule for the 13,540 RSUs reported by FreightCar America (RAIL)?

The 13,540 RSUs vest in three tranches: 34% on January 13, 2027, 33% on January 13, 2028, and 33% on January 13, 2029, subject to continued service.

What does each RSU granted by FreightCar America (RAIL) represent?

According to the footnote, once vested, each RSU represents the right to receive one share of FreightCar America common stock.

Is this FreightCar America (RAIL) Form 4 transaction a grant or a sale of shares?

The Form 4 shows an “A” (acquired) transaction code for derivative securities, indicating an equity award grant of RSUs to the officer rather than a market sale of existing shares.

How many derivative securities does the FreightCar America (RAIL) officer hold after this RSU grant?

Following the reported transaction, the Form 4 lists 13,540 derivative securities (RSUs) beneficially owned directly by the reporting person.