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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to FreightCar America, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 4, 2025 |
Exhibit 99.1 Press Release FreightCar America, Inc. Reports Second Quarter 2025 Results Delivered Gross Margin of 15%, Expansion of 250 Basis Points Operating Cash Flow of $8.5 Million and Adjusted Free Cash Flow of $7.9 Million Strong Order Intake Driven by Operational Flexibility, Reaffirmed Full Year Guidance CHICAGO, August 4, 2025 – FreightCar America, Inc. (NASDAQ: RAIL) (“FreightCar America |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as s |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 13, 2025 |
As filed with the Securities and Exchange Commission on June 13, 2025 As filed with the Securities and Exchange Commission on June 13, 2025 Registration No. |
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| May 27, 2025 |
Exhibit 1.01 FreightCar America, Inc. Conflict Minerals Report For the Year Ended December 31, 2024 This Conflict Minerals Report (this “Report”), for the reporting period from January 1, 2024 to December 31, 2024, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Conflict Minerals Rule”). The Conflict Minerals Rule was adopted by the Securities and |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FREIGHTCAR AMERICA, INC. (Exact name of Registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 125 South Wacker Drive, Suite 1500 Chicago, Illinois 60606 (Address of |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended March 31, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 5, 2025 |
Exhibit 99.1 Press Release FreightCar America, Inc. Reports First Quarter 2025 Results Gross Profit Increased 26% with Gross Margin Expanding 780 Basis Points Generates Quarterly Operating Cash Flow of $13 million and Adjusted Free Cash Flow of $12 million Strong Order Intake Supports Reaffirmed Full Year Guidance CHICAGO, May 5, 2025 – FreightCar America, Inc. (NASDAQ: RAIL) (“FreightCar America” |
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| April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as speci |
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| March 12, 2025 |
Exhibit 99.1 Press Release FreightCar America, Inc. Reports Fourth Quarter and Full Year 2024 Results Reports full year Revenue up 56% with Gross Profit up 60% Generates full year Operating Cash Flow of $45 million and Adj. Free Cash Flow of $22 million Projecting sequential growth across Deliveries, Revenue and Adj. EBITDA for 2025 CHICAGO, March 12, 2025 – FreightCar America, Inc. (NASDAQ: RAIL) |
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| March 12, 2025 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the common stock of FreightCar America, Inc., which is the only class of capital stock of FreightCar America, Inc. that is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (“Section 12”), does not purport to be |
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| March 12, 2025 |
Exhibit 19 FREIGHTCAR AMERICA, INC. INSIDER TRADING POLICY I. Purpose and Scope This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of FreightCar America, Inc. (the “Company”). The Board of Directors of the Company (the “Board”) has adopted this Policy to promote compliance by Insiders (as defined below) with applicable laws that prohibit |
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| March 12, 2025 |
FreightCar America, Inc. Executive Compensation Recovery Policy. Exhibit 97.1 FREIGHTCAR AMERICA, INC. EXECUTIVE COMPENSATION RECOVERY POLICY I. Purpose The Board of Directors (the “Board”) of FreightCar America, Inc. (the “Company”) believes it is in the best interests of the Company and its shareholders to maintain a culture that emphasizes integrity and accountability, and that reinforces the Company’s compensation philosophy. To implement this goal, the Boa |
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| March 12, 2025 |
Percent Ownership by Registrant Exhibit 21 SUBSIDIARIES OF FREIGHTCAR AMERICA, INC. Name of Subsidiary Percent Ownership by Registrant JAC Operations Inc. 100% Johnstown America, LLC 100% Freight Car Services, Inc. 100% JAIX Leasing Company 100% FreightCar Roanoke, LLC 100% FreightCar Rail Services, LLC 100% FreightCar Rail Management Services, LLC 100% FreightCar Short Line, Inc. 100% FreightCar Mauritius Ltd. 100% FreightCar A |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2025 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 28, 2025 |
Exhibit 4.4 FREIGHTCAR AMERICA, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20[·] Senior Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities. 5 Section 2.02 Form of Securities and Trustee’s Certi |
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| February 28, 2025 |
Form of Subordinated Indenture. Exhibit 4.5 FreightCar America, Inc. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20[·] Subordinated Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities. 5 Section 2.02 Form of Securities and Trustee’s |
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| February 28, 2025 |
Calculation of Filing Fee Tables. Exhibit 107 Calculation of Filing Fee Tables Form S-3 FREIGHTCAR AMERICA, INC. (Exact Name of Registrant as Specified in its Charter) Security Type(1) Security Class Title Fee Calculation Rule Amount Registered(2) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Primary Offering Fees to be Paid Debt Debt Securities - - - - Equity |
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| February 28, 2025 |
As filed with the Securities and Exchange Commission on February 28, 2025 As filed with the Securities and Exchange Commission on February 28, 2025 Registration No. |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 18, 2025 |
Exhibit 10.2 PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of February 12, 2025 (together with all amendments, restatements, extensions, supplements or modifications in writing, if any, from time to time hereto, this “Agreement”) is by FreightCar North America, LLC, a Delaware limited liability company (“FCA”), FCA-FASEMEX, LLC, a Delaware limited liability company (“FCA Mex”), Freight Car Serv |
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| February 18, 2025 |
Exhibit 10.1 LOAN AND SECURITY AGREEMENT Dated as of February 12, 2025 FreightCar North America, LLC, FCA-FASEMEX, LLC, Freight Car Services, Inc., FreightCar Alabama, LLC, FreightCar Rail Management Services, LLC, FreightCar Rail Services, LLC, FreightCar Roanoke, LLC, FreightCar Short Line, Inc., JAC Operations, Inc., JAIX Leasing Company, and Johnstown America, LLC, as Borrowers FreightCar Amer |
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| February 18, 2025 |
Exhibit 99.1 Press Release FreightCar America, Inc. Announces New $35 Million Asset-Based Lending Credit Facility Expanded credit facility enhances borrowing capacity and reduces cost of capital Further enhances financial flexibility and ability to support growth strategy CHICAGO, February 18, 2025 - FreightCar America, Inc. (NASDAQ: RAIL) (“FreightCar America” or the “Company”), a diversified man |
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| January 6, 2025 |
Exhibit 10.1 Execution Version FINANCING AGREEMENT Dated as of December 31, 2024 by and among FREIGHTCAR NORTH AMERICA, LLC as Borrower, FREIGHTCAR AMERICA, INC. AND EACH SUBSIDIARY OF THE BORROWER LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and BLUE TORCH FINANCE LLC, as Administrative Agent and Collateral Agent US-DO |
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| January 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commiss |
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| January 6, 2025 |
Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of December 31, 2024, made by each of the Grantors referred to below, in favor of Blue Torch Finance LLC, a Delaware limited liability company ("Blue Torch"), in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns i |
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| December 6, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2024 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant |
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| November 12, 2024 |
Press Release FreightCar America, Inc. Reports Third Quarter 2024 Results Company delivers 83% year-over-year revenue growth with strong gross margin Raises mid-point of full year Adjusted EBITDA guidance CHICAGO, November 12, 2024 – FreightCar America, Inc. (NASDAQ: RAIL) (“FreightCar America” or the “Company”), a diversified manufacturer and supplier of railroad freight cars, railcar parts and c |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 12, 2024 |
Investor Presentation November 2024 Investor Presentation November 2024 Disclosures Forward-Looking Statements This presentation contains statements relating to our expected financial performance, financial condition, and/or future business prospects, events and/or plans that are “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. |
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| November 1, 2024 |
[Execution] FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of October 30, 2024, is entered into by and among JAC Operations, Inc. |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commissi |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as s |
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| August 12, 2024 |
Exhibit 99.1 Press Release FreightCar America, Inc. Reports Second Quarter 2024 Results Company delivers 66% year-over-year revenue growth with record profitability at new plant, raises full year guidance Secured ~3,000 orders, including first tank car conversion order CHICAGO, August 12, 2024 – FreightCar America, Inc. (NASDAQ: RAIL) (“FreightCar America” or the “Company”), a diversified manufact |
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| August 12, 2024 |
Investor Presentation August 2024 Investor Presentation August 2024 Disclosures Forward-Looking Statements This presentation contains statements relating to our expected financial performance, financial condition, and/or future business prospects, events and/or plans that are “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 1, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 1, 2024 |
FreightCar America, Inc. Announces Expansion into Tank Cars Securing Multi-Year Order Exhibit 99.1 Press Release FreightCar America, Inc. Announces Expansion into Tank Cars Securing Multi-Year Order • New agreement leverages FreightCar America’s capabilities by adding tank car conversions to diversified offerings • Optimized production capacity at state-of-the-art manufacturing campus supporting large-scale multi-year projects • Each tank car will be upgraded to meet the latest fed |
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| June 27, 2024 |
As filed with the Securities and Exchange Commission on June 27, 2024 As filed with the Securities and Exchange Commission on June 27, 2024 Registration No. |
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| June 27, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FreightCar America, Inc. |
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| May 28, 2024 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD. Exhibit 1.01 FreightCar America, Inc. Conflict Minerals Report For the Year Ended December 31, 2023 This report, for the year ended December 31, 2023, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Conflict Minerals Rule”). The Conflict Minerals Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosu |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FREIGHTCAR AMERICA, INC. (Exact name of Registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 125 South Wacker Drive, Suite 1500 Chicago, Illinois 60606 (Address of |
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| May 20, 2024 |
Amendment No. 3 to the FreightCar America, Inc. 2022 Long Term Incentive Plan. Exhibit 10.1 AMENDMENT NO. 3 TO FREIGHTCAR AMERICA, INC. 2022 LONG TERM INCENTIVE PLAN AMENDMENT NO. 3, dated as of May 14, 2024 (this “Amendment”), to the 2022 Long Term Incentive Plan (as amended, the “Plan”) of FreightCar America, Inc., a Delaware corporation (the “Corporation”). WHEREAS, the Corporation maintains the Plan, effective as of May 12, 2022; and WHEREAS, the Board of Directors of th |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 8, 2024 |
Exhibit 10.4 ROYALTY AGREEMENT THIS ROYALTY AGREEMENT (the “Agreement”) is made as of January 23, 2024 (the “Effective Date”) by and among FreightCar America, Inc., a Delaware corporation with offices at 125 S. Wacker Drive, Suite 1500, Chicago, Illinois 60606 (“FCA”), and Jesús Salvador Gil Benavides, a Mexican individual, with domicile at Guadalajara 604 Col. Guadalupe, Monclova, Coahuila 25750 |
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| May 8, 2024 |
Exhibit 99.1 Press Release FreightCar America, Inc. Reports First Quarter 2024 Results Company delivers 99% year-over-year revenue growth and record quarterly deliveries for new plant Reaffirms revenue, Adjusted EBITDA, and delivery outlook for 2024 CHICAGO, May 8, 2024 – FreightCar America, Inc. (NASDAQ: RAIL) (“FreightCar America” or the “Company”), a diversified manufacturer of railroad freight |
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| May 8, 2024 |
Royalty Agreement, dated January 23, 2024, by and between the Company and Alejandro Gil Benavides. Exhibit 10.3 ROYALTY AGREEMENT THIS ROYALTY AGREEMENT (the “Agreement”) is made as of Janury 23, 2024 (the “Effective Date”) by and among FreightCar America, Inc., a Delaware corporation with offices at 125 S. Wacker Drive, Suite 1500, Chicago, Illinois 60606 (“FCA”), and Alejandro Gil Benavides, a Mexican individual, with domicile at Barranquilla 404, col. Guadalupe, Monclova, Coahuila México, C. |
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| May 8, 2024 |
Exhibit 10.6 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Agreement”) is made as of January 23, 2024 (the “Effective Date”) by and among FreightCar America, Inc., a Delaware corporation with offices at 125 S. Wacker Drive, Suite 1500, Chicago, Illinois 60606 (“FCA”), Fabricaciones y Servicios de México, S.A. de C.V., an entity formed under the laws of Mexico, with offices at Carretera 5 |
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| May 8, 2024 |
Investor Presentation May 2024 Investor Presentation May 2024 Disclosures Forward-Looking Statements This presentation contains statements relating to our expected financial performance, financial condition, and/or future business prospects, events and/or plans that are “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended March 31, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as |
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| May 8, 2024 |
Royalty Agreement, dated January 23, 2024, by and between the Company and Salvador Gil Benavides. Exhibit 10.5 ROYALTY AGREEMENT THIS ROYALTY AGREEMENT (the “Agreement”) is made as of January 23, 2024 (the “Effective Date”) by and among FreightCar America, Inc., a Delaware corporation with offices at 125 S. Wacker Drive, Suite 1500, Chicago, Illinois 60606 (“FCA”), and Salvador Gil Benavides, a Mexican individual, with domicile at Rio Nazas 1001 Copl. Jardines de la Salle, Monclova, Coahuila 2 |
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| April 5, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2024 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 5, 2024 |
Investor Presentation April 2024 Investor Presentation April 2024 Disclosures Forward-Looking Statements This presentation contains statements relating to our expected financial performance, liquidity, future business prospects, events and plans that are “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. |
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| April 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| April 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| March 18, 2024 |
Percent Ownership by Registrant Exhibit 21 SUBSIDIARIES OF FREIGHTCAR AMERICA, INC. Name of Subsidiary Percent Ownership by Registrant JAC Operations Inc. 100% Johnstown America, LLC 100% Freight Car Services, Inc. 100% JAIX Leasing Company 100% FreightCar Roanoke, LLC 100% FreightCar Rail Services, LLC 100% FreightCar Rail Management Services, LLC 100% FreightCar Short Line, Inc. 100% FreightCar Mauritius Ltd. 100% FreightCar A |
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| March 18, 2024 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the common stock of FreightCar America, Inc., which is the only class of capital stock of FreightCar America, Inc. that is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (“Section 12”), and our Series C Prefer |
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| March 18, 2024 |
Exhibit 99.1 Press Release FreightCar America, Inc. Reports Fourth Quarter and Full Year 2023 Results Company delivers solid results with Gross Profit up 62% on significant year-over-year margin expansion Provides revenue, deliveries and Adjusted EBITDA guidance for 2024 CHICAGO, March 18, 2024 – FreightCar America, Inc. (NASDAQ: RAIL) (“FreightCar America” or the “Company”), a diversified manufac |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 18, 2024 |
FreightCar America, Inc. Executive Compensation Recovery Policy. Exhibit 97.1 FREIGHTCAR AMERICA, INC. EXECUTIVE COMPENSATION RECOVERY POLICY I. Purpose The Board of Directors (the “Board”) of FreightCar America, Inc. (the “Company”) believes it is in the best interests of the Company and its shareholders to maintain a culture that emphasizes integrity and accountability, and that reinforces the Company’s compensation philosophy. To implement this goal, the Boa |
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| March 18, 2024 |
Exhibit 99.2 Press Release FreightCar America, Inc. Announces CEO Transition Nick Randall, Chief Operating Officer to Succeed Jim Meyer as President and CEO; Jim Meyer to remain on the Board of Directors and become Executive Chairman CHICAGO, March 18, 2024 - FreightCar America, Inc. (Nasdaq: RAIL), a diversified manufacturer of railroad freight cars, announced effective May 1, 2024, the appointme |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as speci |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)1 FreightCar America, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) |
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| January 29, 2024 |
Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commissi |
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| January 17, 2024 |
Investor Presentation January 2023 Investor Presentation January 2023 Disclosures Forward-Looking Statements This presentation may contain statements relating to our expected financial performance and/or future business prospects, events and plans that are “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. |
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| January 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 6, 2023 |
Exhibit 99.1 Press Release FreightCar America, Inc. Reports Third Quarter 2023 Results Company delivers another strong quarterly gross margin with further expansion Reaffirms EBITDA guidance; adjusts full year revenue and railcar delivery guidance down CHICAGO, November 6, 2023- FreightCar America, Inc. (NASDAQ: RAIL) (“FreightCar America” or the “Company”), a diversified manufacturer of railroad |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 2023 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant |
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| September 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2023 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commis |
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| September 26, 2023 |
Exhibit 10.1 THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 21, 2023, is entered into by and among JAC Operations, Inc., a Delaware corporation (“JAC”), Freight Car Services, Inc., a Delaware corporation (“Freight”), JAIX Leasing Company, a Delaware corporation (“ |
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| September 5, 2023 |
As filed with the Securities and Exchange Commission on September 5, 2023 As filed with the Securities and Exchange Commission on September 5, 2023 Registration No. |
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| September 5, 2023 |
Form of Inducement Stock Option Award Agreement between the Company and Nicholas J. Randall. Exhibit 10.4 INDUCEMENT STOCK OPTION AWARD AGREEMENT THIS INDUCEMENT STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made and entered into as of June 26, 2023 (the “Date of Grant”) by and between FreightCar America, Inc., a Delaware corporation (the “Company”), and Nicholas J. Randall (the “Option Holder”). WHEREAS, pursuant to that certain employment letter dated May 12, 2023 by and between Co |
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| September 5, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FreightCar America, Inc. |
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| August 7, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF FREIGHTCAR AMERICA, INC. FreightCar America, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: 1. The name of the Corporation is FreightCar America, Inc. 2. The following amendments have been unanimously approved by the board of direc |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2023 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as s |
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| August 7, 2023 |
Exhibit 99.1 Press Release FreightCar America, Inc. Reports Second Quarter 2023 Results Company delivers strong quarterly results realizing significant revenue growth and gross margin expansion Raises guidance for fiscal year 2023 CHICAGO, August 7, 2023- FreightCar America, Inc. (NASDAQ: RAIL) (“FreightCar America” or the “Company”), a diversified manufacturer of railroad freight cars, today repo |
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| July 14, 2023 |
RAIL / FreightCar America Inc / PACIFIC INVESTMENT MANAGEMENT CO LLC - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8)* FREIGHTCAR AMERICA, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) Pacific Investment Management Company LLC Attention: Zephram Yowell, Senior Vice President, Senior Counsel 650 Newport Ce |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 25, 2023 |
RAIL / FreightCar America Inc / PACIFIC INVESTMENT MANAGEMENT CO LLC - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7)* FREIGHTCAR AMERICA, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) Pacific Investment Management Company LLC Attention: Zephram Yowell, Senior Vice President, Senior Counsel 650 Newport Ce |
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| May 24, 2023 |
Execution Version EXHIBIT 10.2 AMENDMENT NO. 2 TO AMENDED AND RESTATED REIMBURSEMENT AGREEMENT THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of May 22, 2023 is made by and among FREIGHTCAR AMERICA, INC., a Delaware corporation (“Company”), the subsidiary guarantors party hereto (the “Subsidiary Guarantors” and together with the Company, the “Loan |
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| May 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FREIGHTCAR AMERICA, INC. (Exact name of Registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Idendtification Number) 125 South Wacker Drive, Suite 1500 Chicago, Illinois 60606 (Address of |
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| May 24, 2023 |
EXHIBIT 10.1 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION U |
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| May 24, 2023 |
Certificate of Designation of the Company relating to the Preferred Stock, dated as of May 22, 2023. EXHIBIT 3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware Pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), FreightCar America, Inc., a corporation organized and existing under the DGCL (hereinafter called the |
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| May 24, 2023 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD. EX-1.01 2 rail-ex101.htm EX-1.01 Exhibit 1.01 FreightCar America, Inc. Conflict Minerals Report For the Year Ended December 31, 2022 This report, for the year ended December 31, 2022, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Conflict Minerals Rule”). The Conflict Minerals Rule was adopted by the Securities and Exchange Commission (“SEC”) to |
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| May 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 18, 2023 |
Exhibit 10.1 May 12, 2023 Nick J. Randall 40 Timber Ridge Dr Chagrin Falls, Ohio 44022 Re: Terms of Employment Dear Nick: This letter agreement (“Letter”) sets forth the terms of your employment with FreightCar America, Inc. (the “Company”). Commencing June 26, 2023 (the “Effective Date”), you will be employed as the Company’s Chief Operating Officer, reporting to the Company’s Chief Executive Off |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 18, 2023 |
Exhibit 99.1 FreightCar America, Inc. Announces Appointment of Nicholas J. Randall as Chief Operating Officer Company adds to its executive leadership team as it continues to grow and focus on delivering superior manufacturing excellence and customer satisfaction CHICAGO, May 18, 2023 - FreightCar America, Inc. (Nasdaq: RAIL) (“FreightCar America” or the “Company”), a diversified manufacturer of r |
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| May 15, 2023 |
EXHIBIT 10.1 AMENDMENT NO. 2 TO FREIGHTCAR AMERICA, INC. 2022 LONG TERM INCENTIVE PLAN AMENDMENT NO. 2, dated as of May 11, 2023 (this "Amendment"), to the 2022 Long Term Incentive Plan (as amended, the "Plan") of FreightCar America, Inc., a Delaware corporation (the "Corporation"). WHEREAS, the Corporation maintains the Plan, effective as of May 12, 2022; and WHEREAS, the Board of Directors of th |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended March 31, 2023 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as |
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| May 9, 2023 |
Exhibit 99.1 FreightCar America, Inc. Reports First Quarter 2023 Results Company reaffirms fiscal 2023 revenue, Adjusted EBITDA, and delivery outlook Strong order intake with backlog extending into 2024 Chicago, IL, May 9, 2023- FreightCar America, Inc. (NASDAQ: RAIL) (“FreightCar America” or the “Company”), a diversified manufacturer of railroad freight cars, today reported results for the first |
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| May 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| March 29, 2023 |
RAIL / FreightCar America Inc / PACIFIC INVESTMENT MANAGEMENT CO LLC - SC 13D/A Activist Investment SC 13D/A 1 d489799dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6)* FREIGHTCAR AMERICA, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) Pacific Investment Management Company LLC Attention: Zephram Yowell, Senior Vice President, |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as speci |
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| March 27, 2023 |
EXHIBIT 10.30 Execution Version SECURITIES PURCHASE AGREEMENT among FREIGHTCAR AMERICA, INC. and THE PURCHASER PARTY HERETO March 23, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Accounting Procedures and Interpretation 10 ARTICLE II AGREEMENT TO SELL AND PURCHASE 11 Section 2.01 Sale and Purchase 11 Section 2.02 Closing 11 Section 2.03 Deliveries at |
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| March 27, 2023 |
EXHIBIT 10.22.6 EXECUTION VERSION AMENDMENT NO. 6 TO CREDIT AGREEMENT THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Amendment”), dated as of January 30, 2023, is made by and among FREIGHTCAR NORTH AMERICA, LLC, a Delaware limited liability company (the “Borrower”), FREIGHTCAR AMERICA, INC., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the Lenders party hereto, and th |
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| March 27, 2023 |
Exhibit 10.23.1 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of January 30, 2021, by and among FreightCar North America, LLC, a Delaware limited liability company (the “Borrower”), FreightCar America, Inc., a Delaware corporation (“Holdings”), and the Lender party hereto (the “Lender”). R E C I T A L S: WHEREAS |
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| March 27, 2023 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the common stock of FreightCar America, Inc., which is the only class of capital stock of FreightCar that is registered pursuant to Section 12 of the Securities Exchange Act of 1934, does not purport to be complete and is qualified in its entirety |
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| March 27, 2023 |
Execution Version EXHIBIT 10.25.1 Execution Version AMENDMENT NO. 1 TO AMENDED AND RESTATED REIMBURSEMENT AGREEMENT THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of March 23, 2023, is made by and among FREIGHTCAR AMERICA, INC., a Delaware corporation (“Company”), CO FINANCE LVS VI LLC, a Delaware limited liability company ( “LC Provider”), U.S. B |
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| March 27, 2023 |
EX-99 2 rail-ex991.htm PRESS RELEASE OF FREIGHTCAR AMERICA INC., DATED AUGUST 8, 2022 EXHIBIT 99.1 Press Release FreightCar America, Inc. Reports Fourth Quarter and Full Year 2022 Results Fiscal year 2022 revenue up 80%, generating $11.5 million of cash from operations Expects continued momentum and growth in fiscal 2023 Provides revenue, deliveries and Adjusted EBITDA guidance for 2023 Chicago, I |
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| March 27, 2023 |
EXHIBIT 10.22.7 EXECUTION VERSION AMENDMENT NO. 7 TO CREDIT AGREEMENT THIS AMENDMENT NO. 7 TO CREDIT AGREEMENT (this “Amendment”), dated as of February 27, 2023, is made by and among FREIGHTCAR NORTH AMERICA, LLC, a Delaware limited liability company (the “Borrower”), FREIGHTCAR AMERICA, INC., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the Lenders party hereto, and t |
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| March 27, 2023 |
Execution Version EXHIBIT 10.22.8 Execution Version AMENDMENT NO. 8 TO CREDIT AGREEMENT THIS AMENDMENT NO. 8 TO CREDIT AGREEMENT (this “Amendment”), dated as of March 23, 2023, is made by and among FREIGHTCAR NORTH AMERICA, LLC, a Delaware limited liability company (the “Borrower”), FREIGHTCAR AMERICA, INC., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the Lenders part |
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| March 27, 2023 |
Exhibit 21 SUBSIDIARIES OF FREIGHTCAR AMERICA, INC. Name of Subsidiary Percent Ownership by Registrant JAC Operations Inc. 100% Johnstown America, LLC 100% Freight Car Services, Inc. 100% JAIX Leasing Company 100% FreightCar Roanoke, LLC 100% FreightCar Rail Services, LLC 100% FreightCar Rail Management Services, LLC 100% FreightCar Short Line, Inc. 100% FreightCar Mauritius Ltd. 100% FreightCar A |
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| March 27, 2023 |
EXECUTION VERSION EXHIBIT 10.31.2 EXECUTION VERSION SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 22, 2022, is entered into by and among JAC Operations, Inc., a Delaware corporation (“JAC”), Freight Car Services, Inc., a Delaware corporation (“Freight”), JAIX Le |
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| March 27, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 27, 2023 |
EXHIBIT 10.15.1 AMENDMENT NO. 1 TO FREIGHTCAR AMERICA, INC. 2022 LONG TERM INCENTIVE PLAN AMENDMENT NO. 1, dated as of March 27, 2023 (this "Amendment"), to the 2022 Long Term Incentive Plan (as amended, the "Plan") of FreightCar America, Inc., a Delaware corporation (the "Corporation"). WHEREAS, the Corporation maintains the Plan, effective as of May 12, 2022;and WHEREAS, pursuantto Section 9(d) |
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| March 27, 2023 |
Press Release of FreightCar America, Inc. dated March 27, 2023. EXHIBIT 99.1 Press Release FreightCar America, Inc. Announces Agreement to Issue Non-Convertible Preferred Stock to Reduce Debt and Provide Growth Capital Company enhances capital structure Proceeds to eliminate existing term loan debt and delayed draw facility, and provide additional capital to support next phase of growth CHICAGO, March 27, 2023 - FreightCar America, Inc. (Nasdaq: RAIL) (“Freigh |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)1 FreightCar America, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) |
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| February 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2023 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 8, 2022 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) FREIGHTCAR AMERICA, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) Pacific Investment Management Company LLC Attention: Zephram Yowell, Senior Vice President, Senior Counsel 6 |
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| November 7, 2022 |
Exhibit 99.1 FreightCar America, Inc. Reports Third Quarter 2022 Results Third quarter 2022 revenue up 47% year-over-year Company reaffirms revenue and delivery outlook for fiscal year 2022 Chicago, IL, November 7, 2022- FreightCar America, Inc. (NASDAQ: RAIL) or (the ?Company?), a diversified manufacturer of railroad freight cars, today reported results for the third quarter ended September 30, 2 |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commissi |
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| October 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2022 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorpor |
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| August 8, 2022 |
Exhibit 99.1 FreightCar America, Inc. Reports Second Quarter 2022 Results Second quarter 2022 revenue up 52% year-over-year and gross margin of 11.6% Company raises revenue and delivery outlook for fiscal year 2022 Chicago, IL, August 8, 2022- FreightCar America, Inc. (NASDAQ: RAIL) (?FCA? or the ?Company?), a diversified manufacturer of railroad freight cars, today reported results for the second |
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| August 8, 2022 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) FREIGHTCAR AMERICA, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) Pacific Investment Management Company LLC Attention: Zephram Yowell, Senior Vice President, Senior Counsel 6 |
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| August 8, 2022 |
Exhibit 10.1 WARRANT ACQUISITION AGREEMENT by and among OC III LVS XXVIII LP and freightcar america, inc., Dated as of April 4, 2022 WARRANT ACQUISITION AGREEMENT This WARRANT ACQUISITION AGREEMENT (this ?Agreement?) is dated as of April 4, 2022 (the ?Effective Date?) by and between FreightCar America, Inc., a Delaware corporation (the ?Company?) and OC III LVS XXVIII LP, a Delaware limited partne |
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| August 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2022 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 8, 2022 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is dated as of April 4, 2022 (the ?Effective Date?), by and between FreightCar America, Inc., a Delaware corporation (the ?Company?), and OC III LVS XXVIII LP, a Delaware limited liability partnership (the ?Investor?). RECITALS A. The Investor acquired a warrant (the ?Warrant?) which is exercisable for |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as s |
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| August 8, 2022 |
Exhibit 10.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION U |
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| June 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2022 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 23, 2022 |
FreightCar America, Inc. Conflict Minerals Report For the Year Ended December 31, 2021 Exhibit 1.01 FreightCar America, Inc. Conflict Minerals Report For the Year Ended December 31, 2021 This report, for the year ended December 31, 2021, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the ?Conflict Minerals Rule?). The Conflict Minerals Rule was adopted by the Securities and Exchange Commission (?SEC?) to implement reporting and disclosu |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FREIGHTCAR AMERICA, INC. (Exact name of Registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) Number) 125 South Wacker Drive, Suite 1500 Chicago, Illinois 60606 (Address of |
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| May 20, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FreightCar America, Inc. |
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| May 20, 2022 |
As filed with the Securities and Exchange Commission on May 20, 2022 Registration No. |
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| May 18, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 10, 2022 |
Exhibit 10.1 FREIGHTCAR AMERICA, INC. EXECUTIVE SEVERANCE PLAN (As Amended and Restated Effective January 17, 2022) (And Summary Plan Description) Article 1. Establishment and Term of the Plan 1.1 Establishment of the Plan. The Company has established and maintains this FreightCar America, Inc. Executive Severance Plan, as amended from time to time. The Plan provides Severance Benefits to certain |
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| May 10, 2022 |
Execution Version Exhibit 10.5 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT |
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| May 10, 2022 |
Exhibit 10.7 March 18, 2022 Mr. Michael A. Riordan 2123 N. Point Street Chicago, IL 60647 Re: Offer Letter Dear Mike: We are extremely pleased to offer you the position of Vice President, Finance, Chief Financial Officer and Treasurer at FreightCar America, Inc. The role will be based at our Corporate Headquarters in Chicago and will include duties and responsibilities customarily performed and he |
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| May 10, 2022 |
Execution Version Exhibit 10.4 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as |
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| May 10, 2022 |
EXHIBIT 99.1 FreightCar America, Inc. Reports First Quarter 2022 Results First quarter 2022 revenue up 188% year-over-year and gross profit of $10.1 million Company raises railcar delivery outlook and provides revenue guidance for fiscal year 2022 CHICAGO, May 10, 2022 (GLOBE NEWSWIRE) - FreightCar America, Inc. (?FCA? or the ?Company?) (NASDAQ: RAIL), a diversified manufacturer of railroad freigh |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 10, 2022 |
Exhibit 10.6 AMENDMENT NO. 5 TO CREDIT AGREEMENT THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT (this ?Amendment?), dated as of March 1, 2022, is made by and among FREIGHTCAR NORTH AMERICA, LLC, a Delaware limited liability company (the ?Borrower?), FREIGHTCAR AMERICA, INC., a Delaware corporation (?Holdings?), the other Loan Parties party hereto, the Lenders party hereto, and the LC Provider party here |
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| May 10, 2022 |
Execution Version Exhibit 10.3 FIRST AMENDMENT TO ROYALTY AGREEMENT THIS FIRST AMENDMENT TO ROYALTY AGREEMENT (the ?Amendment?) is made as of February 8, 2022 (the ?Effective Date?) by and among FreightCar America, Inc., a Delaware corporation with offices at 125 S. Wacker Drive, Suite 1500, Chicago, Illinois 60606 (?FCA?), Fabricaciones y Servicios de M?xico, S.A. de C.V., an entity formed under |
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| May 10, 2022 |
Exhibit 10.2 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of February 23, 2022, is entered into by and among JAC Operations, Inc., a Delaware corporation (?JAC?), Freight Car Services, Inc., a Delaware corporation (?Freight?), JAIX Leasing Company, a Delaware corporation (?J |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 12, 2022 |
Exhibit 99.1 WARRANT ACQUISITION AGREEMENT by and among OC III LVS XXVIII LP and FREIGHTCAR AMERICA, INC., Dated as of April 4, 2022 WARRANT ACQUISITION AGREEMENT This WARRANT ACQUISITION AGREEMENT (this ?Agreement?) is dated as of April 4, 2022 (the ?Effective Date?) by and between FreightCar America, Inc., a Delaware corporation (the ?Company?) and OC III LVS XXVIII LP, a Delaware limited partne |
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| April 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) FREIGHTCAR AMERICA, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) Pacific Investment Management Company LLC Attention: Zephram Yowell, Senior Vice President, Senior Counsel 650 Newpor |
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| April 12, 2022 |
FORM OF WARRANT TO PURCHASE COMMON STOCK FREIGHTCAR AMERICA, INC. NO. W-______ ___________, 2022 Exhibit 99.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION U |
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| April 12, 2022 |
Exhibit 99.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is dated as of April 4, 2022 (the ?Effective Date?), by and between FreightCar America, Inc., a Delaware corporation (the ?Company?), and OC III LVS XXVIII LP, a Delaware limited liability partnership (the ?Investor?). RECITALS A. The Investor acquired a warrant (the ?Warrant?) which is exercisable for |
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| April 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2022 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other jurisdiction of incorporation) (Commission |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| March 22, 2022 |
Subsidiaries of FreightCar America, Inc. Exhibit 21 SUBSIDIARIES OF FREIGHTCAR AMERICA, INC. Name of Subsidiary Percent Ownership by Registrant JAC Operations Inc. 100% Johnstown America, LLC 100% Freight Car Services, Inc. 100% JAIX Leasing Company 100% FreightCar Roanoke, LLC 100% FreightCar Rail Services, LLC 100% FreightCar Rail Management Services, LLC 100% FreightCar Short Line, Inc. 100% FreightCar Mauritius Ltd. 100% FreightCar A |
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| March 22, 2022 |
Exhibit 10.58 WARRANT ACQUISITION AGREEMENT by and among CO FINANCE LVS VI LLC and freightcar america, inc., Dated as of December 30, 2021 WARRANT ACQUISITION AGREEMENT This WARRANT ACQUISITION AGREEMENT (this ?Agreement?) is dated as of December 30, 2021 (the ?Effective Date?) by and between FreightCar America, Inc., a Delaware corporation (the ?Company?) and CO Finance LVS VI LLC, a Delaware lim |
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| March 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as speci |
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| March 22, 2022 |
Exhibit 10.62 PRIMER CONVENIO MODIFICATORIO A CONTRATO DE NOVACI?N Y REEXPRESI?N DE CONTRATO DE ARRENDAMIENTO (EL ?PRIMER CONVENIO?) CELEBRADO POR Y ENTRE JES?S SALVADOR GIL BENAVIDES ALEJANDRO GIL BENAVIDES SALVADOR GIL BENAVIDES (CONJUNTAMENTE LOS ?SE?ORES GIL?), FCA FASEMEX, S. DE R.L. DE C.V. (?FCA?) Y FABRICACIONES Y SERVICIOS DE MEXICO, S.A. DE C.V. (?FASEMEX?) 5 de noviembre de 2021 FIRST A |
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| March 22, 2022 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the common stock of FreightCar America, Inc., which is the only class of capital stock of FreightCar that is registered pursuant to Section 12 of the Securities Exchange Act of 1934, does not purport to be complete and is qualified in its entirety |
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| March 22, 2022 |
Exhibit 10.59 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION |
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| March 22, 2022 |
Press release of FreightCar America, Inc. dated March 21, 2022 Exhibit 99.1 Press Release FreightCar America, Inc. Announces CFO Transition Company promotes Michael Riordan to Chief Financial Officer CHICAGO, March 21, 2022 - FreightCar America, Inc. (Nasdaq: RAIL) (?FreightCar America? or the ?Company?) announced the promotion of Michael A. (Mike) Riordan to Chief Financial Officer (CFO) effective today. Mr. Riordan has served as the Company?s Corporate Cont |
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| March 22, 2022 |
Exhibit 10.60 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is dated as of December 30, 2021 (the ?Effective Date?), by and between FreightCar America, Inc., a Delaware corporation (the ?Company?), and CO Finance LVS VI LLC, a Delaware limited liability company (the ?Investor?). RECITALS A. The Investor acquired a warrant (the ?Warrant?) which is exercisable f |
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| March 22, 2022 |
Exhibit 10.61 FORBEARANCE AND SETTLEMENT AGREEMENT THIS FORBEARANCE AND SETTLEMENT AGREEMENT (this ?Agreement?), dated as of December 28, 2021 (the ?Effective Date?), is made by and among FREIGHTCAR AMERICA LEASING 1, LLC, a Delaware limited liability company (the ?Borrower?), FREIGHTCAR AMERICA LEASING, LLC, a Delaware limited liability company (the ?Guarantor?), FREIGHTCAR AMERICA, INC., a Delaw |
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| March 22, 2022 |
EXHIBIT 99.1 FreightCar America, Inc. Reports Fourth Quarter and Full Year 2021 Results Fiscal Year 2021 revenue up 87% and year-end order book increased 67% versus 2020 Company expects continued strong progress in 2022 with sequential improvement in gross margin and is raising full year delivery guidance CHICAGO, March 22, 2022 (GLOBE NEWSWIRE) - FreightCar America, Inc. (?FCA? or the ?Company?) |
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| March 22, 2022 |
Exhibit 10.57 AMENDMENT NO. 4 TO CREDIT AGREEMENT THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this ?Amendment?), dated as of December 30, 2021, is made by and among FREIGHTCAR NORTH AMERICA, LLC, a Delaware limited liability company (the ?Borrower?), FREIGHTCAR AMERICA, INC., a Delaware corporation (?Holdings?), the other Loan Parties party hereto, the Lenders and LC Provider party hereto and U.S. B |
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| March 22, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2022 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2022 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other jurisdiction of incorporation) (Commiss |
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| February 8, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2022 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commissi |
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| February 8, 2022 |
EXHIBIT 99.1 FreightCar America, Inc. Outlines Strategic Priorities and Outlook for Fiscal Year 2022 Will host a special call today to discuss strategic direction of the business and highlights from 2021 CHICAGO, Feb. 08, 2022 (GLOBE NEWSWIRE) - FreightCar America, Inc. (?FCA? or the ?Company?) (NASDAQ: RAIL), a diversified manufacturer of railroad freight cars, today announced that it will host a |
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| February 4, 2022 |
RAIL / FreightCar America, Inc. / Percy Rockdale LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 FreightCar America, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2022 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other jurisdiction of incorporation) (Commissi |
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| January 7, 2022 |
AMENDMENT NO. 4 TO CREDIT AGREEMENT Exhibit 99.3 FINAL VERSION AMENDMENT NO. 4 TO CREDIT AGREEMENT THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this ?Amendment?), dated as of December 30, 2021, is made by and among FREIGHTCAR NORTH AMERICA, LLC, a Delaware limited liability company (the ?Borrower?), FREIGHTCAR AMERICA, INC., a Delaware corporation (?Holdings?), the other Loan Parties party hereto, the Lenders and LC Provider party here |
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| January 7, 2022 |
EX-99.4 5 d230158dex994.htm EX-99.4 Exhibit 99.4 FINAL VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of December 30, 2021 (the “Effective Date”), by and between FreightCar America, Inc., a Delaware corporation (the “Company”), and CO Finance LVS VI LLC, a Delaware limited liability company (the “Investor”). RECITALS A. The Investor acquired |
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| January 7, 2022 |
FORM OF WARRANT TO PURCHASE COMMON STOCK FREIGHTCAR AMERICA, INC. NO. W-____ ________, 202[1][2] Exhibit 99.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION U |
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| January 7, 2022 |
Exhibit 99.1 FINAL VERSION WARRANT ACQUISITION AGREEMENT by and among CO FINANCE LVS VI LLC and FREIGHTCAR AMERICA, INC., Dated as of December 30, 2021 WARRANT ACQUISITION AGREEMENT This WARRANT ACQUISITION AGREEMENT (this ?Agreement?) is dated as of December 30, 2021 (the ?Effective Date?) by and between FreightCar America, Inc., a Delaware corporation (the ?Company?) and CO Finance LVS VI LLC, a |
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| January 7, 2022 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) FREIGHTCAR AMERICA, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) Pacific Investment Management Company LLC Attention: Zephram Yowell, Senior Vice President, Senior Counsel 6 |
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| January 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2021 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commiss |
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| January 6, 2022 |
EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 FreightCar America, Inc. Prepares for Profitable Growth in 2022 and Beyond Company arranges backup financing with its financial partner to ensure flexibility for growth and working capital needs CHICAGO, Jan. 06, 2022 (GLOBE NEWSWIRE) - FreightCar America, Inc. (Nasdaq: RAIL) (“FreightCar America” or the “Company”) today announced that it has entered |
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| January 4, 2022 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2021 FREIGHTCAR AMERICA, INC. (Exact name of Registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other jurisdiction of incorporation) (Commiss |
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| December 13, 2021 |
EX-99.1 2 ex991to13g1310800312132021.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated December [13], 2021 (including amendments thereto) with respect to the shares of Common Sto |
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| December 13, 2021 |
RAIL / FreightCar America, Inc. / CONTINENTAL GENERAL INSURANCE CO Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 FreightCar America, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) D |
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| November 15, 2021 |
Exhibit 10.4 EXECUTION VERSION AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of July 30, 2021 Among SIENA LENDING GROUP LLC as Lender, FREIGHTCAR NORTH AMERICA, LLC JAC OPERATIONS, INC. FREIGHT CAR SERVICES, INC. JAIX LEASING COMPANY FREIGHTCAR SHORT LINE, INC. JOHNSTOWN AMERICA, LLC FREIGHTCAR ALABAMA, LLC FREIGHTCAR RAIL SERVICES, LLC FREIGHTCAR RAIL MANAGEMENT SERVICES, LLC and FCA- |
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| November 15, 2021 |
EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 FreightCar America, Inc. Reports Third Quarter 2021 Results Fourth consecutive quarter of positive gross margin, second consecutive quarter of positive manufacturing operating income Company reiterates delivery outlook for fiscal year 2021 CHICAGO, Nov. 15, 2021 (GLOBE NEWSWIRE) - FreightCar America, Inc. (NASDAQ: RAIL) today reported results for the |
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| November 15, 2021 |
Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 3 TO CREDIT AGREEMENT THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this ?Amendment?), dated as of July 30, 2021, is made by and among FREIGHTCAR NORTH AMERICA, LLC, a Delaware limited liability company (the ?Borrower?), FREIGHTCAR AMERICA, INC., a Delaware corporation (?Holdings?), the other Loan Parties party hereto, the Lenders party hereto, CO FINANCE L |
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| November 15, 2021 |
EX-10.3 4 rail-ex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION Reimbursement Agreement This REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of July 30, 2021, by and among: (i) CO FINANCE LVS VI LLC, a Delaware limited liability company, as LC Provider (in such capacity and together with its successors and permitted assigns in such capacity, “LC Provider”), (ii) U.S. BANK, NATIONAL A |
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| November 15, 2021 |
EX-10.1 2 rail-ex101.htm EX-10.1 Exhibit 10.1 September 11, 2019 W. Matthew Tonn 845 Roberts Lane Batavia, IL 60510 Email Delivery: vtage0 [email protected] Re: Offer Letter Dear Matt: We are extremely pleased to offer you the position of Chief Commercial Officer at FreightCar America, Inc. The role will be based at our Corporate Headquarters in Chicago and will include duties and responsibilities custo |
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| November 15, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant |
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| November 9, 2021 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) FREIGHTCAR AMERICA, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) Pacific Investment Management Company LLC Attention: Zephram Yowell, Senior Vice President, Senior Counsel 6 |
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| September 2, 2021 |
FreightCar America, Inc. 125 South Wacker Drive, Suite 1500 Chicago, Illinois 60606 FreightCar America, Inc. 125 South Wacker Drive, Suite 1500 Chicago, Illinois 60606 September 2, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Evan Ewing Re: Freightcar America, Inc. Registration Statement on Form S-3 Filed August 27, 2021 File No. 333- 259124 Dear Mr. Ewing: Pursuant to Rules 460 and 461 |
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| August 27, 2021 |
Form of Senior Indenture (filed herewith) Exhibit 4.4 FREIGHTCAR AMERICA, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20[?] Senior Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities. 5 Section 2.02 Form of Securities and Trustee?s Certi |
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| August 27, 2021 |
Form of Subordinated Indenture (filed herewith). EX-4.5 3 exh45.htm EXHIBIT 4.5 Exhibit 4.5 FreightCar America, Inc. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20[·] Subordinated Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities. 5 Section 2.02 F |
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| August 27, 2021 |
As filed with the Securities and Exchange Commission on August 27, 2021 As filed with the Securities and Exchange Commission on August 27, 2021 Registration No. |
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| August 16, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as s |
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| August 16, 2021 |
EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 FreightCar America, Inc. Reports Second Quarter 2021 Results Third consecutive quarter of positive gross margin and first quarter of manufacturing operating income since 2018 Company raises 2021 delivery outlook for second time and announces plan to add two additional production lines within a year CHICAGO, Aug. 16, 2021 (GLOBE NEWSWIRE) - FreightCar |
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| August 16, 2021 |
Exhibit 10.1 Final Version Annex A ? Conformed Credit Agreement U.S. $56,000,000 CREDIT AGREEMENT, dated as of October 13, 2020, as amended by Amendment No. 1 dated as of January 30, 2021, as further amended by Amendment No. 2 dated as of May 14, 2021 among FREIGHTCAR AMERICA, INC., as Holdings, FREIGHTCAR NORTH AMERICA, LLC, as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME and U.S. BANK NA |
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| August 11, 2021 |
AMENDMENT NO. 2 TO CREDIT AGREEMENT EX-99.5 3 d213620dex995.htm EX-99.5 Exhibit 99.5 EXECUTION VERSION AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 14, 2021, is made by and among FREIGHTCAR NORTH AMERICA, LLC, a Delaware limited liability company (the “Borrower”), FREIGHTCAR AMERICA, INC., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the |
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| August 11, 2021 |
EX-99.3 2 d213620dex993.htm EX-99.3 Exhibit 99.3 EXECUTION VERSION Reimbursement Agreement This REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of July 30, 2021, by and among: (i) CO FINANCE LVS VI LLC, a Delaware limited liability company, as LC Provider (in such capacity and together with its successors and permitted assigns in such capacity, “LC Provider”), (ii) U.S. BANK, NATIONA |
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| August 11, 2021 |
RAIL / FreightCar America, Inc. / PACIFIC INVESTMENT MANAGEMENT CO LLC - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) FREIGHTCAR AMERICA, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) Pacific Investment Management Company LLC Attention: Zephram Yowell, Senior Vice President, Senior Counsel 650 |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 (July 30, 2021) FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other jurisdiction of incorporat |
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| July 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2021 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other (Commission File Number) (IRS Employer juri |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FREIGHTCAR AMERICA, INC. (Exact name of Registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) Number) 125 South Wacker Drive, Suite 1500 Chicago, Illinois 60606 (Address of |
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| May 28, 2021 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD. EX-1.01 2 exh101.htm EXHIBIT 1.01 Exhibit 1.01 FreightCar America, Inc. Conflict Minerals Report For the Year Ended December 31, 2020 This report, for the year ended December 31, 2020, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Conflict Minerals Rule”). The Conflict Minerals Rule was adopted by the Securities and Exchange Commission (“SEC”) t |
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| May 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2021 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other jurisdiction of incorporation) (Commission F |
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| May 19, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2021 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other jurisdiction of incorporation) (Commission F |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ?QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended March 31, 2021 or ?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as sp |
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| May 17, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2021 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 17, 2021 |
EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 FreightCar America, Inc. Reports First Quarter 2021 Results First quarter revenues up substantially year-over-year Company raises 2021 delivery outlook Second consecutive quarter of positive gross margins, driven by new operating structure CHICAGO, May 17, 2021 (GLOBE NEWSWIRE) - FreightCar America, Inc. (NASDAQ: RAIL) today reported results for the |
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| April 1, 2021 |
proxy statement filed on April 1, 2021 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 30, 2021 |
Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2021 FREIGHTCAR AMERICA, INC. (Exact name of Registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other (Commission File Number) (IRS Employer jur |
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| March 24, 2021 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? The following summary of the common stock of FreightCar America, Inc., which is the only class of capital stock of FreightCar that is registered pursuant to Section 12 of the Securities Exchange Act of 1934, does not purport to be complete and is qualified in its entire |
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| March 24, 2021 |
EX-10.6 3 rail-20201231xex106.htm EX-10.6 Exhibit 10.6 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (“Agreement”) is entered into as of this 5th day of January 2021, by and among Rogers Luecke Advisory, LLC (“Contractor”), Terence R. Rogers (the “Interim CFO”) and FreightCar America, Inc. (“Company”). WHEREAS the Company desires to retain Contractor as an independent co |
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| March 24, 2021 |
Exhibit 10.7 February 11, 2021 ? Mr. Terence R. Rogers ? Email Delivery: [email protected] ? Re: Offer Letter Dear Terry: We are extremely pleased to offer you the position of Chief Financial Officer and Corporate Secretary at FreightCar America, Inc. The role will be based at our Corporate Headquarters in Chicago and will include duties and responsibilities customarily performed and held by |
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| March 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ?ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specifi |
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| March 24, 2021 |
EXHIBIT 99.1 FreightCar America, Inc. Reports Fourth Quarter and Full Year 2020 Results Fourth quarter revenues up 35% year-over-year and 140% sequentially Potential of new operating structure exemplified by positive gross margin in fourth quarter CHICAGO, March 24, 2021 (GLOBE NEWSWIRE) - FreightCar America, Inc. (NASDAQ: RAIL) today reported results for the fourth quarter and full year ended Dec |
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| March 24, 2021 |
Subsidiaries of FreightCar America, Inc. Exhibit 21 SUBSIDIARIES OF FREIGHTCAR AMERICA, INC. ? ? Name of Subsidiary Percent Ownership by Registrant JAC Operations Inc. 100% ? Johnstown America, LLC 100% ? Freight Car Services, Inc. 100% ? JAIX Leasing Company 100% ? FreightCar Roanoke, LLC 100% ? FreightCar Rail Services, LLC 100% ? FreightCar Rail Management Services, LLC 100% ? FreightCar Short Line, Inc. 100% ? FreightCar Mauritius Lt |
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| March 24, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2021 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 24, 2021 |
Letter from Deloitte & Touche LLP, dated March 24, 2021, addressed to the SEC. Exhibit 16.1 March 24, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of FreightCar America, Inc.?s Form 8-K dated March 24, 2021, and have the following comments: We agree with the statements made in item (a) Resignation of Independent Registered Public Accounting Firm. We have no basis on which to agree or disagree |
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| March 24, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2021 FREIGHTCAR AMERICA, INC. (Exact name of Registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other (Commission File Number) (IRS Employer jur |
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| February 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2021 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 17, 2021 |
EXHIBIT 99.1 FreightCar America, Inc. Appoints Terence Rogers as Chief Financial Officer New Financial Leader Brings Nearly 40 Years of Key Experience to the Company as it Completes its Repositioning and Looks Towards the Future CHICAGO, Feb. 17, 2021 (GLOBE NEWSWIRE) - FreightCar America, Inc. (NASDAQ: RAIL) today announced that its Board of Directors has appointed Terence R. (Terry) Rogers as Vi |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* FreightCar America Inc (Name of Issuer) Common Stock (Title of Class of Securities) 357023100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FREIGHTCAR AMERICA, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| January 11, 2021 |
EX-10.1 2 exh101.htm EXHIBIT 10.1 Exhibit 10.1 STOCK OPTION AWARD AGREEMENT THIS STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made and entered into effective as of January 5, 2021 (the “Date of Grant”) by and between FreightCar America, Inc., a Delaware corporation (the “Company”), and [] (the “Option Holder”). WHEREAS, the Option Holder has been designated by the Compensation Committee of t |
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| January 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2021 FREIGHTCAR AMERICA, INC. (Exact name of Registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other (Commission File Number) (IRS Employer ju |
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| January 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2020 FREIGHTCAR AMERICA, INC. (Exact name of Registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other jurisdiction of incorporation) (Commiss |
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| December 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2020 FREIGHTCAR AMERICA, INC. (Exact name of Registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other (Commission File Number) (IRS Employer |
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| December 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2020 FREIGHTCAR AMERICA, INC. (Exact name of Registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other (Commission File Number) (IRS Employer |
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| December 10, 2020 |
RAIL / FreightCar America, Inc. / PACIFIC INVESTMENT MANAGEMENT CO LLC - 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FREIGHTCAR AMERICA, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 357023100 (CUSIP Number) November 30, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| December 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2020 FREIGHTCAR AMERICA, INC. (Exact name of Registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or other jurisdiction of incorporation) (Commiss |
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| December 4, 2020 |
EX-10.1 2 exh101.htm EXHIBIT 10.1 Exhibit 10.1 November 5, 2020 Michael A. Riordan 2123 N Point Street, Chicago IL 60647 Email Delivery: [email protected] Re: Offer Letter Dear Mike: We are extremely pleased to offer you the position of Corporate Controller /CAO. The role will be based at our Corporate Headquarters in Chicago and will include duties and responsibilities customarily perfo |
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| November 24, 2020 |
EXHIBIT 99.1 FreightCar America, Inc. Announces Receipt of Stockholder Approval for Issuance of Warrant and Funding of New Term Loan New secured term loan will bolster balance sheet and provide necessary capital to drive strategic growth CHICAGO, Nov. 24, 2020 (GLOBE NEWSWIRE) - FreightCar America, Inc. (NASDAQ: RAIL) (“FreightCar America” or the “Company”) today announced that, at its Special Mee |
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| November 24, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2020 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| November 10, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2020 FREIGHTCAR AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 000-51237 25-1837219 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 10, 2020 |
EXHIBIT 99.1 FreightCar America, Inc. Reports Third Quarter 2020 Results Company remains focused on completing final steps to reposition business Castaños, Mexico manufacturing operation received industry certifications and is now shipping railcars Second half delivery guidance narrowed to range between 750 and 850 railcars CHICAGO, Nov. 09, 2020 (GLOBE NEWSWIRE) - FreightCar America, Inc. (NASDAQ |
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| November 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-51237 FREIGHTCAR AMERICA, INC. (Exact name of registrant a |
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| November 9, 2020 |
Exhibit 10.1 Execution Copy INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this “Agreement”) is made effective as of October 16, 2020, by and among FreightCar America, Inc., a Delaware corporation (“FCA”), Fabricaciones y Servicios de México, S.A. de C.V., an entity organized under the laws of Mexico (“Fasemex Mexico”), Agben de México, S.A. de C.V., an entity organized under the laws o |
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| November 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| October 26, 2020 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that statements on Schedules 13G and/or 13D and Forms 3, 4 and 5 with respect to the securities of FreightCar America, Inc. and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securitie |
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| October 26, 2020 |
RAIL / FreightCar America, Inc. / Gil Benavides Jesus Salvador - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FreightCar America, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 357023100 (CUSIP Number) Francisco Romero, Esq. Av. Lázaro Cárdenas 435, Despacho 410 Colonia Zona Loma Larga Oriente, 66266 San Pedro Garza García, Nuevo L |
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| October 20, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 20, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 19, 2020 |
Exhibit 10.6 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT IN ACCORDANCE WITH REGULATION S-K ITEM 601(a)(6) BECAUSE IT WOULD CONSTITUTE A CLEARLY UNWARRANTED INVASION OF PERSONAL PRIVACY. XXXXXXXX INDICATES THAT INFORMATION HAS BEEN REDACTED. WARRANT ACQUISITION AGREEMENT by and among CO FINANCE LVS VI LLC and FREIGHTCAR AMERICA, INC., Dated as of October 13, 2020 WARRANT ACQU |
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| October 19, 2020 |
Exhibit 10.5 Execution Version Certain identified information in this document has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed, and has been marked with “[***]” to indicate where omissions have been made. U.S. $40,000,000 CREDIT AGREEMENT, dated as of October 13, 2020, among FREIGHTCAR AMERICA, INC., as Holdings, FREIGHTCAR NORTH |
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| October 19, 2020 |
Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of [●], 2020 (the “Effective Date”), by and between FreightCar America, Inc., a Delaware corporation (the “Company”), and CO Finance LVS VI LLC, a Delaware limited liability company (the “Investor”). Recitals A. The Investor shall acquire a warrant (the “Warrant”) which shall be exercisable |
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| October 19, 2020 |
Exhibit 10.7 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION U |
