Opening the filing
8-K
Item 1.01. Entry into a Material Definitive Agreement.
Stockholder Agreement
On October 14, 2026, FreightCar America, Inc., a Delaware corporation (the “Company”), entered into an agreement (the “Stockholder Agreement”)
with OC III LVS XII LP, OC III LVS XXVIII LP, and OC III LFE II LP (each on behalf of itself, “Stockholder”). Collectively, Stockholder beneficially owns approximately 48.8% of the Company’s outstanding common stock, par value $0.01 per share (the “Common Stock”), including shares issuable upon exercise of warrants, as reported in its Schedule 13D/A filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2026.
The Stockholder Agreement includes the following material terms:
Termination of the Rights Agreement . The Company agreed to terminate, upon execution of the Stockholder Agreement, its Rights Agreement, dated as of August 5, 2026 (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The terms of the Rights Agreement are described in the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2026. The termination is described in Item 1.02 below.
Limit on Future Rights Plans . The Company agreed 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.
Board Review of Certain Transfers . Before Stockholder directly or indirectly sells, transfers or assigns any Subject Shares (as defined in the Stockholder Agreement) to a person who is, or would become as a result of the transfer, a “Material Holder,” Stockholder must give the Board written notice describing the number of shares, the price and general terms of the proposed sale, and the identity of the proposed transferee. A “Material Holder” is generally a person that, together with its affiliates and any “group” (as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of which it is a member, would beneficially own more than 20% of the Company’s outstanding share capital, calculated on a fully diluted basis. The Board may, in its sole discretion and subject to applicable law, approve or reject the proposed transfer in whole or in part, or set conditions to the transfer. If Stockholder does not receive a written disapproval or conditions from the Board within 10 days after delivering its notice, Stockholder may complete the transfer on the terms described in the notice within the following 60 days.
Permitted Transfers . The Board review requirement does not apply to (1) transfers to Stockholder’s affiliates so long as any such affiliate agrees to be bound by the terms of the Stockholder Agreement; (2) sales in an underwritten public offering or through a broker under Rule 144 under the Securities Act of 1933, as amended, if Stockholder does not know, after due inquiry, that any transferee is or will be a Material Holder; or (3) dispositions in connection with (a) a Board-approved binding definitive agreement under which a person or group will acquire more than 50% of the Company’s voting securities or (b) a tender or exchange offer that, if completed, would result in a person or group beneficially owning more than 50% of the Company’s voting securities, if the Company’s Schedule 14D-9 for that offer does not recommend that stockholders reject the offer or state that the Board is considering its response.
Notice of Transfers . Stockholder must notify the Company of any transfer of Subject Shares no later than the date of the transfer. Transfers to affiliates may be reported up to five business days after they occur, and no notice is required for permitted transfers described in clauses (2) and (3) above.
The information set forth in Item 1.02 of this Current Report on Form 8-K regarding the Amendment is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
On October 14, 2026, as required by the Stockholder Agreement, the Company and the Rights Agent entered into the Amendment. The Amendment amends the Rights Agreement to accelerate its expiration date from July 5, 2027 to the Close of Business (as defined in the Rights Agreement) on October 14, 2026.
The Board approved the Amendment under Section 27 of the Rights Agreement, which permits the Company to amend the Rights Agreement without the approval of the holders of the Rights while the Rights are redeemable. As a result of the Amendment, the Rights expired and the Rights Agreement terminated at the Close of Business on October 14, 2026.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated herein by reference. As a result of the Amendment, effective as of the Close of Business on October 14, 2026, the Preferred Stock Purchase Rights registered under Section 12(b) of the Exchange Act expired and are no longer outstanding, and the holders of Common Stock are no longer entitled to any rights or benefits under the Rights Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: