FreightCar America (RAIL) director gains 8,959 restricted shares via Carpe Skiem LLC

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Form Type

Rhea-AI Filing Summary

FreightCar America, Inc. director Travis D. Kelly reported an acquisition of common stock as compensation rather than an open-market purchase. An entity he owns, Carpe Skiem LLC, received a grant of 8,959 restricted shares at $8.93 per share under the company’s 2022 Long Term Incentive Plan.

These restricted shares will vest at the close of business on the earlier of April 10, 2027, or the last trading day before the company’s 2027 Annual Meeting of Stockholders. After this grant, indirect holdings attributed to Carpe Skiem LLC totaled 39,827 common shares, and Kelly also reported 38,739 common shares held directly.

The filing notes it was submitted late due to an inadvertent administrative error, indicating a timing issue in reporting rather than an additional economic transaction.

Insider Trade Summary

Net Buyer: 8,959 shares

Net Buy 2 txns

Insider Kelly Travis D

Role Director

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

Holdings After Transaction: Common Stock — 39,827 shares (Indirect, See footnote); Common Stock — 38,739 shares (Direct)

Footnotes (3)

F1. This Form 4 is being filed late due to inadvertent administrative error.
F2. 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.
F3. The securities are owned by Carpe Skiem LLC. Travis D. Kelly owns 100% of Carpe Skiem LLC and is deemed to beneficially own all of the securities owned by Carpe Skiem LLC.

Key Figures

Restricted share grant: 8,959 shares Grant price: $8.93/share Indirect holdings after grant: 39,827 shares +2 more

5 metrics

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

Grant price $8.93/share Price per restricted share granted on April 10, 2026

Indirect holdings after grant 39,827 shares Common shares held indirectly through Carpe Skiem LLC after grant

Direct holdings reported 38,739 shares Common shares held directly by Travis D. Kelly as of April 10, 2026

Vesting date April 10, 2027 Latest possible vesting date for restricted shares, subject to earlier 2027 meeting date

Key Terms

restricted shares, 2022 Long Term Incentive Plan, beneficially own, Annual Meeting of Stockholders

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

"Travis D. Kelly owns 100% of Carpe Skiem LLC and is deemed to beneficially own all of the securities owned by Carpe Skiem LLC."

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.

Annual Meeting of Stockholders financial

"the last trading day before the date of the Company's 2027 Annual Meeting of Stockholders."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/18/2026 - 11:33 AM

FAQ

What insider transaction did FreightCar America (RAIL) director Travis D. Kelly report?

Travis D. Kelly reported a compensation-related acquisition of 8,959 restricted common shares at $8.93 each. The grant was made to Carpe Skiem LLC, an entity he owns, under FreightCar America’s 2022 Long Term Incentive Plan and is not an open-market purchase.

How many FreightCar America (RAIL) shares does Carpe Skiem LLC hold after this Form 4 filing?

After the reported grant, Carpe Skiem LLC held 39,827 FreightCar America common shares indirectly attributed to Travis D. Kelly. This total reflects the addition of 8,959 restricted shares granted under the 2022 Long Term Incentive Plan as disclosed in the Form 4 filing.

When do the restricted FreightCar America (RAIL) shares granted to Carpe Skiem LLC vest?

The 8,959 restricted shares vest on the earlier of April 10, 2027, or the last trading day before FreightCar America’s 2027 Annual Meeting of Stockholders. Vesting means the restrictions lift and the holder gains full ownership rights to the shares.

Did Travis D. Kelly buy or sell FreightCar America (RAIL) shares in the market?

The Form 4 does not show any open-market buys or sells. Instead, it reports a grant of 8,959 restricted shares as a compensation award to Carpe Skiem LLC, which is wholly owned by Kelly and through which he is deemed to beneficially own the securities.

Why was the FreightCar America (RAIL) Form 4 for Travis D. Kelly filed late?

A footnote states the Form 4 was filed late due to an inadvertent administrative error. This indicates the delay was procedural in nature and not tied to any additional transactions beyond the reported restricted share grant to Carpe Skiem LLC.

What are Travis D. Kelly’s total reported FreightCar America (RAIL) holdings after this grant?

Following the grant, the filing shows 39,827 common shares held indirectly through Carpe Skiem LLC and 38,739 common shares held directly by Travis D. Kelly. Together, these positions outline his reported beneficial ownership of FreightCar America stock after the transaction.

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^*

Kelly Travis D

(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	39,827	I	See footnote⁽³⁾
Common Stock								38,739	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 Carpe Skiem LLC. Travis D. Kelly owns 100% of Carpe Skiem LLC and is deemed to beneficially own all of the securities owned by Carpe Skiem LLC.

	/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