FreightCar America agrees to 20% rights-plan floor

The agreement bars future rights-plan thresholds below 20% and subjects certain transfers to a person reaching that level to Board approval.

Rhea-AI Filing Summary

On October 14, 2026, FreightCar America, Inc. (RAIL) agreed with OC III, OC XXVIII and OCI III LFE to terminate its existing stockholder rights plan and not adopt a future plan whose “Acquiring Person” definition uses an ownership threshold below 20% of outstanding Common Stock. Certain sales, transfers or assignments by those stockholders or certain affiliates to a person who is or would become a beneficial owner of 20% or more are subject to Board approval, subject to exceptions.

Pacific Investment Management Co. LLC reported beneficial ownership of 16,815,352 shares, or 48.8%, including 15,166,643 Common Stock shares, a 2023 Warrant exercisable for 1,636,313 shares and three replacement warrants each exercisable for an indeterminate number equal to approximately 0.01% of Common Stock Deemed Outstanding. The reported percentage uses 32,791,280 Common Stock shares outstanding as of July 31, 2026, plus 12,396 shares underlying the replacement warrants and 1,636,313 shares underlying the 2023 Warrant. Alyssa Creighton, Senior Vice President, signed the amendment; Zephram Yowell is listed as the notice contact.

Filing Explained

The reported 48.8% beneficial-ownership figure includes warrant shares, but—except for the 2023 Warrant—the filing says the number of shares actually issued on exercise will not be known until exercise and may materially differ from the figures used in the calculation.

Key Figures

Beneficial ownership: 16,815,352 shares Beneficial ownership percentage: 48.8% Common Stock shares: 15,166,643 shares +5 more

8 metrics

Beneficial ownership 16,815,352 shares Reported by Pacific Investment Management Co. LLC

Beneficial ownership percentage 48.8% Reported by Pacific Investment Management Co. LLC

Common Stock shares 15,166,643 shares Included in reported beneficial ownership

Shares underlying 2023 Warrant 1,636,313 shares Warrant exercisable for these shares

Shares underlying replacement warrants 12,396 shares 2020, 2021 and 2022 replacement warrants

Common Stock outstanding 32,791,280 shares As of July 31, 2026

Rights-plan ownership threshold 20% Future rights-plan definitions may not use a threshold below this level

Replacement warrant share percentage Approximately 0.01% Each of the 2020, 2021 and 2022 replacement warrants

Key Terms

stockholder rights plan, Acquiring Person, beneficial owner, Common Stock Deemed Outstanding

4 terms

stockholder rights plan regulatory

"terminate its existing stockholder rights plan"

A stockholder rights plan is a strategy used by a company to protect itself from unwanted takeovers by making it more difficult or expensive for an outside party to acquire a large ownership stake without approval. It often involves granting existing shareholders special rights that activate if someone attempts to buy a significant portion of the company, helping to safeguard the company's interests and giving investors confidence that decisions are made with stability in mind.

Acquiring Person regulatory

"definition of “Acquiring Person”"

An acquiring person is an individual or entity that buys or otherwise gains a significant ownership stake in a publicly traded company, often enough to influence control, board composition, or corporate strategy. Think of it like a new homeowner who purchases enough rooms in a shared house to decide how the house is run; such a change can affect management decisions, dividend policies, and how the market values the company.

beneficial owner financial

"beneficial owner of 20% or more"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Common Stock Deemed Outstanding technical

"0.01% of the Common Stock Deemed Outstanding"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares of FreightCar America (RAIL) does Pacific Investment Management Co. LLC beneficially own?

Pacific Investment Management Co. LLC reported beneficial ownership of 16,815,352 shares, or 48.8%. The amount includes 15,166,643 Common Stock shares and shares underlying warrants.

How is Pacific Investment Management Co. LLC's reported FreightCar America (RAIL) ownership percentage calculated?

The 48.8% figure uses 32,791,280 Common Stock shares outstanding as of July 31, 2026, plus 12,396 shares underlying the 2020, 2021 and 2022 replacement warrants and 1,636,313 shares underlying the 2023 Warrant.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/16/2026 - 04:05 PM EDT Accepted by SEC EDGAR 10/16/2026 - 04:05 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

FreightCar America, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

357023100

(CUSIP Number)

Zephram Yowell
Pacific Investment Management Co. LLC, 650 Newport Center Drive
Newport Beach, CA, 92660
(949)720-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 357023100

1

Name of reporting person

PACIFIC INVESTMENT MANAGEMENT CO LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 16,815,352.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 16,815,352.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,815,352.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

48.8 %

14

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person:

(1) The amounts reported in Rows 7, 9, and 11 include (a) 15,166,643 shares of Common Stock, (b) the Replacement 2020 Warrant exercisable for an indeterminate number of shares of Common Stock equal to approximately 0.01% of the Common Stock Deemed Outstanding, (c) the Replacement 2021 Warrant exercisable for an indeterminate number of shares of Common Stock equal to approximately 0.01% of the Common Stock Deemed Outstanding, (d) the Replacement 2022 Warrant exercisable for an indeterminate number of shares of Common Stock equal to approximately 0.01% of the Common Stock Deemed Outstanding, and (e) the 2023 Warrant exercisable for 1,636,313 shares of Common Stock. (2) The percentage reported in Row 13 is based on 32,791,280 shares of Common Stock outstanding as of July 31, 2026, as reported in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 3, 2026, plus 12,396 shares of Common Stock underlying the warrants referred to in clauses (b), (c) and (d) of footnote 1 above, plus 1,636,313 shares of Common Stock underlying the warrant referred to in clause (e) of footnote 1 above. Except with respect to the 2023 Warrant, the number of shares of Common Stock that will actually be issued upon exercise of the warrants described in this statement will not be known with certainty until the time such warrants are exercised. The number of shares of Common Stock actually issued upon exercise of such warrants may be materially different than the number of shares reflected in this statement.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: FreightCar America, Inc.
(c)	Address of Issuer's Principal Executive Offices: 125 South Wacker Drive, Suite 1500, Chicago, ILLINOIS , 60606.
Item 1 Comment: This Amendment No. 10 to Schedule 13D ("Amendment No. 10") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on August 11, 2021 (as amended by Amendment No. 1 to Schedule 13D filed on November 9, 2021, Amendment No. 2 to Schedule 13D filed on January 7, 2022, Amendment No. 3 to Schedule 13D filed on April 12, 2022, Amendment No. 4 to Schedule 13D filed on August 8, 2022, Amendment No. 5 to Schedule 13D filed on November 8, 2022, Amendment No. 6 to Schedule 13D filed on March 29, 2023, Amendment No. 7 to Schedule 13D filed on May 25, 2023, Amendment No. 8 to Schedule 13D filed on July 14, 2023, and Amendment No. 9 to the Schedule 13D filed on July 2, 2026 collectively, the "Original Schedule 13D") and, collectively with this Amendment No. 10, the "Statement") relating to shares of common stock, par value $0.01 per share (the "Common Stock"), of FreightCar America, Inc., a Delaware corporation (the "Issuer"). Items 4, 6 and 7 of the Original Schedule 13D are hereby amended as set forth below. Capitalized terms used in this Amendment No. 10 and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On October 14, 2026, the Issuer entered into an agreement (the "Agreement") with OC III, OC XXVIII and OCI III LFE (each on behalf of itself, "Stockholder") pursuant to which, among other things, the Issuer has agreed (i) to terminate its existing stockholder rights plan and (ii) not to adopt any stockholder rights plan in which the definition of "Acquiring Person" (or any similar term) includes an ownership threshold of less than 20% of the Common Stock then outstanding. Pursuant to the Agreement, any sale, transfer, or assignment by Stockholder (or certain of its affiliates) of the Issuer's securities to a person who is or would become the beneficial owner of 20% or more of the Issuer's outstanding share capital is subject to the Board's approval, subject to certain exceptions. The foregoing description of the Agreement is not complete and is qualified in its entirely by the full text of the Agreement, which is included as Exhibit 99.1 to this filing by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on October 15, 2026, and is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented as follows: The disclosure set forth in Item 4 of this Amendment No. 10 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Agreement, dated October 14, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on October 15, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PACIFIC INVESTMENT MANAGEMENT CO LLC

Signature:	/s/ Alyssa Creighton
Name/Title:	Alyssa Creighton, Senior Vice President
Date:	10/16/2026