Results of Operations and Financial Condition. On October 19, 2026, FreightCar America, Inc. (the “Company”) issued a press release announcing preliminary financial results for the third quarter ended September 30, 2026, and providing an updated outlook for fiscal year 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Sectio…

Entry into a Material Definitive Agreement. Stockholder Agreement On October 14, 2026, FreightCar America, Inc., a Delaware corporation (the “Company”), entered into an agreement (the “Stockholder Agreement”) with OC III LVS XII LP, OC III LVS XXVIII LP, and OC III LFE II LP (each on behalf of itself, “Stockholder”). Collectively, Stockholder beneficially owns approximately 48.8% of the Company’s outstanding common stock, par value $0.01 per share (the “Common Stock”), including shares issuab…

Material Modification to Rights of Security Holders. The information set forth in Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated herein by reference. As a result of the Amendment, effective as of the Close of Business on October 14, 2026, the Preferred Stock Purchase Rights registered under Section 12(b) of the Exchange Act expired and are no longer outstanding, and the holders of Common Stock are no longer entitled to any rights or benefits under the Rights Agreement. 2

below. Limit on Future Rights Plans . The Company agreed not to adopt any stockholder rights plan in which the definition of “Acquiring Person” (or any similar term) includes an ownership threshold of less than 20% of the Common Stock then outstanding. Board Review of Certain Transfers . Before Stockholder directly or indirectly sells, transfers or assigns any Subject Shares (as defined in the Stockholder Agreement) to a person who is, or would become as a result of the transfer, a “Material…

Entry into a Material Definitive Agreement On August 5, 2026, the Board of Directors (the “Board”) of FreightCar America, Inc., a Delaware corporation (the “Company”), declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of the Company. The dividend is payable on August 5, 2026 to the stockholders of record on August 5, 2026. The description and terms of the Rights are set forth in a Rights Agreement (the…

Material Modifications of Rights of Security Holders See the disclosures in Items 1.01 and 5.03 of this Current Report on Form 8-K, which are incorporated by reference herein. Section 5 – Corporate Governance and Management

Results of Operations and Financial Condition. On August 3, 2026, FreightCar America, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of 2026. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act…

Director — Bradley J. Pickard: Appointment of Bradley J. Pickard as a Class II director.

Results of Operations and Financial Condition. On May 4, 2026, FreightCar America, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2026. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of…

Results of Operations and Financial Condition. On March 9, 2026, FreightCar America, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2025, and provided its financial outlook for the full year 2026. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.…

Results of Operations and Financial Condition. On November 10, 2025, FreightCar America, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of 2025. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange A…

Amendments to severance benefits for the CEO and CFO in case of a Change in Control.

Entry into a Material Definitive Agreement On September 2, 2025, the Board of Directors (the “Board”) of FreightCar America, Inc., a Delaware corporation (the “Company”), declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of the Company. The dividend is payable on September 8, 2025 to the stockholders of record on September 2, 2025. The description and terms of the Rights are set forth in a Rights Agreem…

Material Modifications of Rights of Security Holders See the disclosures in Items 1.01 and 5.03 of this Current Report on Form 8-K, which are incorporated by reference herein. Section 5 – Corporate Governance and Management

Results of Operations and Financial Condition. On August 4, 2025, FreightCar America, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of 2025, as well as reaffirming guidance for 2025. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of…

Results of Operations and Financial Condition. On May 5, 2025, FreightCar America, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2025, as well as reaffirming guidance for 2025. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Sec…

Director — William D. Gehl: Mr. Gehl is retiring from the Board and will be replaced by Malcolm F. Moore as Lead Independent Director.

Results of Operations and Financial Condition. On March 12, 2025, FreightCar America, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2024, and provided its financial outlook for the full year 2025. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth above in

Entry into a Material Definitive Agreement. On February 12, 2025, FreightCar America, Inc. (the “Company”), FreightCar North America, LLC (“FCNA”) and certain subsidiaries of FCNA (together with FCNA, collectively, the “Borrowers,” and the Company and the Borrowers, collectively, the “Loan Parties”) entered into a Loan and Security Agreement (the “BofA Loan Agreement”) by and among the Loan Parties, the lenders from time to time party thereto (the “Lenders”), and Bank of America, N.A., as age…

below, $113,274,739 of the proceeds were used to redeem in full the Series C Preferred Stock. The Term Loan Agreement has a maturity date of December 31, 2028. Term loans outstanding thereunder will bear interest at the Term SOFR rate plus an applicable margin of 6.00% per annum or at a base rate, as selected by Borrower. The Term SOFR rate has a floor of 3.00% per annum. Base rate loans will bear interest at the highest of (a) 4.00% per annum, (b) the federal funds rate plus 0.50%, (c) the p…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth above in

Entry into a Material Definitive Agreement. On December 31, 2024, FreightCar America, Inc. (the “Company”), FreightCar North America, LLC (“Borrower”) and certain subsidiaries of Borrower (together with the Company and Borrower, collectively, the “Loan Parties”) entered into a Financing Agreement (the “Term Loan Agreement”) by and among the Loan Parties, the lenders from time to time party thereto, and Blue Torch Finance LLC, as Collateral Agent and Administrative Agent as such terms are defi…

Termination of a Material Definitive Agreement. On December 31, 2024, the Company terminated that certain Amended and Restated Loan and Security Agreement, dated July 30, 2021, as amended by the First Amendment to the Amended and Restated Loan and Security Agreement, dated February 23, 2022, by the Second Amendment to the Amended and Restated Loan and Security Agreement, dated November 22, 2022, by the Third Amendment to the Amended and Restated Loan and Security Agreement, dated September 21…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 2, 2024, FreightCar America, Inc. (the “Company”) received a notification letter from the Nasdaq Stock Market (“Nasdaq”) after the Company discovered and self-reported that between March 2024 and October 2024, the Company did not fully comply with the compensation committee charter requirements set forth in Nasdaq Listing Rule 5605(d)(1)(B) (the “Rule”). The notification letter sta…