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~~ November 1110, 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 File Number)		(I.R.S. Employer Identification No.)

_______________________________

125 S. Wacker Drive, Suite 1500


Delaware	000-51237	25-1837219
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

125 South Wacker Drive, Suite 1500

Chicago, Illinois 60606

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

(800) 458-2235

(Registrant’'s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	~~Trading~~Name ~~Symbol(s)~~of each exchange on which registered	~~Name of each exchange on which registered~~
Common Stock, par value $0.01 per share	RAIL	~~RAIL~~The Nasdaq Global Market	~~Nasdaq Global Market~~
Preferred Stock Purchase Rights	N/A	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Section~~Item 52.02. -Results ~~Corporate~~of ~~Governance~~Operations and ~~Management~~Financial Condition.

~~Item~~On 5November 10, 2025, FreightCar America, Inc.02 ~~Departure~~(the of“Company”) ~~Directors~~issued ora ~~Certain~~press ~~Officers;~~release ~~Election~~announcing its financial results for the third quarter of ~~Directors;~~2025. ~~Appointment~~A copy of ~~Certain~~the ~~Officers;~~press ~~Compensatory~~release ~~Arrangements~~is ofattached ~~Certain~~hereto ~~Officers~~as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

OnThe ~~September~~information ~~11,~~furnished ~~2025,~~pursuant ~~the board~~to ofthis ~~directors~~Item ~~(the~~2.02, ~~“Board”)~~including ofExhibit ~~FreightCar America~~99.1, ~~Inc.~~shall ~~(the~~not be deemed “~~Company~~filed”), ~~upon~~for ~~recommendation~~purposes of ~~the compensation~~Section ~~committee~~18 of the ~~Board,~~Securities ~~approved~~Exchange ~~amendments~~Act ~~to the employment arrangements~~ of ~~Nicholas~~1934, J.as ~~Randall,~~amended (the ~~Company’s~~ ~~President~~“Exchange ~~and Chief Executive Officer~~Act”), ~~and~~or ~~Michael~~otherwise A.subject ~~Riordan,~~to the ~~Company’s~~liabilities ~~Chief~~of ~~Financial~~that ~~Officer and Treasurer~~section, ~~effective~~nor ~~September~~shall 3,it ~~2025~~be todeemed ~~modify~~incorporated ~~the~~by ~~severance~~reference ~~benefits~~in ~~payable~~any tofiling ~~each~~under ~~executive~~the inSecurities ~~connection~~Act ~~with a qualifying termination~~ of ~~employment~~1933, ~~following a Change in Control (~~as ~~defined~~amended, inor the ~~Company’s~~Exchange ~~Executive Severance Plan)~~Act.

~~Specifically,~~Item ~~the~~9.01. ~~amendments~~Financial ~~provide~~Statements ~~that,~~and in the event the executive’s employment is terminated by the Company without Cause or the executive resigns for Good Reason (as such terms are defined in the Company’s Executive Severance Plan), in either case within 24 months following the consummation of a Change in Control, the executive will be entitled to the following benefits:Exhibits.

~~Mr.~~(d) ~~Randall~~Exhibits

● continued base salary for 24 months following the date of termination;


Exhibit 99.1		Earnings release dated November 10, 2025, issued by FreightCar America, Inc.
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

● two equal bonus payments, each equal to the average of the annual bonuses paid to him for the two full years prior to termination (with any partial-year bonus annualized), with the first payment on March 15 of the first calendar year following termination and the second payment on March 15 of the second calendar year following termination; andSIGNATURE

●Pursuant ~~continued~~to ~~participation~~the inrequirements of the ~~Company’s~~Securities ~~group~~Exchange ~~health~~Act ~~plan~~of ~~for~~1934, 24the ~~months~~registrant ~~following~~has ~~termination~~duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Mr. Riordan


	FREIGHTCAR AMERICA, INC.


Date: November 10, 2025	By:	/s/ Michael A. Riordan
		Michael A. Riordan
		Vice President, Finance, Chief Financial Officer and Treasurer

● continued base salary for 18 months following the date of termination;

● two equal bonus payments, each equal to the average of the annual bonuses paid to him for the two full years prior to termination (with any partial-year bonus annualized), with the first payment on March 15 of the calendar year following termination and the second payment on the date that is 18 months following the termination date; and

● continued participation in the Company’s group health plan for 18 months following termination.

These benefits are provided in lieu of any severance benefits otherwise payable to the executives under the Company’s Executive Severance Plan.

The foregoing summary is qualified in its entirety by reference to the full text of the amendments, which are filed as exhibits to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a)           Exhibits

Exhibit No.
10.1		Amendment No. 1 to Employment Letter Agreement, by and between FreightCar America, Inc. and Nicholas J. Randall.
10.2		Amendment No. 1 to Offer Letter Agreement, by and between FreightCar America, Inc. and Michael A. Riordan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FREIGHTCAR AMERICA, INC.
Date: September 16, 2025	By:	/s/ Michael Riordan
		Name:	Michael Riordan
		Title:	Vice President, Chief Financial Officer and Treasurer

Filing Compare · FreightCar America, Inc.