Beneficial Ownership Report · SCHEDULE 13D/A
FreightCar America, Inc.
RAILNASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13D/A
primary_doc.xml
Amendment · This filing reports the amendment as submitted.
Subject company
- Company
- FreightCar America, Inc.
- Company CIK
- 0001320854
- Street
- 125 South Wacker Drive
- Street (continued)
- Suite 1500
- City
- Chicago
- State / country code
- IL
- Postal code
- 60606
Statement details
- Amendment number
- 10
- Security class
- Common Stock, par value $0.01 per share
- Event date
- 10/14/2026
- Previously filed indication
- false
Authorized notification person 1
- Name
- Zephram Yowell
- Phone
- (949)720-6000
- Street
- Pacific Investment Management Co. LLC
- Street (continued)
- 650 Newport Center Drive
- City
- Newport Beach
- State / country code
- CA
- Postal code
- 92660
Reporting person 1
- Name
- PACIFIC INVESTMENT MANAGEMENT CO LLC
- Reporting person CIK
- 0001163368
- No reporting person CIK indication
- N
- Citizenship / organization
- DE
- Reporting person type
- IA · OO
- Source of funds code
- OO
- Legal proceedings indication
- Y
- Aggregate amount owned
- 16,815,352.00
- Percent of class
- 48.8
- Sole voting power
- 16,815,352.00
- Shared voting power
- 0.00
- Sole dispositive power
- 16,815,352.00
- Shared dispositive power
- 0.00
- Aggregate excludes certain shares
- N
- Comments
- (1) The amounts reported in Rows 7, 9, and 11 include (a) 15,166,643 shares of Common Stock, (b) the Replacement 2020 Warrant exercisable for an indeterminate number of shares of Common Stock equal to approximately 0.01% of the Common Stock Deemed Outstanding, (c) the Replacement 2021 Warrant exercisable for an indeterminate number of shares of Common Stock equal to approximately 0.01% of the Common Stock Deemed Outstanding, (d) the Replacement 2022 Warrant exercisable for an indeterminate number of shares of Common Stock equal to approximately 0.01% of the Common Stock Deemed Outstanding, and (e) the 2023 Warrant exercisable for 1,636,313 shares of Common Stock. (2) The percentage reported in Row 13 is based on 32,791,280 shares of Common Stock outstanding as of July 31, 2026, as reported in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 3, 2026, plus 12,396 shares of Common Stock underlying the warrants referred to in clauses (b), (c) and (d) of footnote 1 above, plus 1,636,313 shares of Common Stock underlying the warrant referred to in clause (e) of footnote 1 above. Except with respect to the 2023 Warrant, the number of shares of Common Stock that will actually be issued upon exercise of the warrants described in this statement will not be known with certainty until the time such warrants are exercised. The number of shares of Common Stock actually issued upon exercise of such warrants may be materially different than the number of shares reflected in this statement.
Item 1
Issuer
FreightCar America, Inc.
Security title
Common Stock, par value $0.01 per share
Principal address
Comment
This Amendment No. 10 to Schedule 13D ("Amendment No. 10") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on August 11, 2021 (as amended by Amendment No. 1 to Schedule 13D filed on November 9, 2021, Amendment No. 2 to Schedule 13D filed on January 7, 2022, Amendment No. 3 to Schedule 13D filed on April 12, 2022, Amendment No. 4 to Schedule 13D filed on August 8, 2022, Amendment No. 5 to Schedule 13D filed on November 8, 2022, Amendment No. 6 to Schedule 13D filed on March 29, 2023, Amendment No. 7 to Schedule 13D filed on May 25, 2023, Amendment No. 8 to Schedule 13D filed on July 14, 2023, and Amendment No. 9 to the Schedule 13D filed on July 2, 2026 collectively, the "Original Schedule 13D") and, collectively with this Amendment No. 10, the "Statement") relating to shares of common stock, par value $0.01 per share (the "Common Stock"), of FreightCar America, Inc., a Delaware corporation (the "Issuer"). Items 4, 6 and 7 of the Original Schedule 13D are hereby amended as set forth below. Capitalized terms used in this Amendment No. 10 and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 4
Purpose of transaction
Item 4 is hereby amended and supplemented as follows: On October 14, 2026, the Issuer entered into an agreement (the "Agreement") with OC III, OC XXVIII and OCI III LFE (each on behalf of itself, "Stockholder") pursuant to which, among other things, the Issuer has agreed (i) to terminate its existing stockholder rights plan and (ii) not to adopt any stockholder rights plan in which the definition of "Acquiring Person" (or any similar term) includes an ownership threshold of less than 20% of the Common Stock then outstanding. Pursuant to the Agreement, any sale, transfer, or assignment by Stockholder (or certain of its affiliates) of the Issuer's securities to a person who is or would become the beneficial owner of 20% or more of the Issuer's outstanding share capital is subject to the Board's approval, subject to certain exceptions. The foregoing description of the Agreement is not complete and is qualified in its entirely by the full text of the Agreement, which is included as Exhibit 99.1 to this filing by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on October 15, 2026, and is incorporated herein by reference.
Item 6
Contracts and arrangements
Item 6 is hereby amended and supplemented as follows: The disclosure set forth in Item 4 of this Amendment No. 10 is incorporated herein by reference.
Item 7
Filed exhibits
Exhibit 99.1: Agreement, dated October 14, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on October 15, 2026)
Signature 1
- Reporting person
- PACIFIC INVESTMENT MANAGEMENT CO LLC
- Signed
- /s/ Alyssa Creighton
- Title
- Alyssa Creighton, Senior Vice President
- Date
- 10/16/2026
Company context
FreightCar America, headquartered in Chicago, Illinois, is a leading designer, producer and supplier of railroad freight cars, railcar parts and components. We also specialize in railcar repairs, complete railcar rebody services and railcar conversions that repurpose idled rail assets back into revenue service. Since 1901, our customers have trusted us to build quality railcars that are critical to economic growth and instrumental to the North American supply chain. To learn more about FreightCar America, visit www.freightcaramerica.com.
Current securities
Recent company filings
- Results of Operations and Financial ConditionOct 19, 2026
- 8-A12B/A filingOct 15, 2026
- Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Material Modification to Rights of Security HoldersOct 15, 2026
- 8-A12B filingAug 5, 2026
- Entry into a Material Definitive Agreement · Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other EventsAug 5, 2026