FreightCar America Adopts 2026 Stockholder Rights Plan

What Happened
FreightCar America, Inc. announced on August 5, 2026 that its Board declared a dividend of one preferred share purchase Right for each outstanding common share and adopted a new Rights Agreement (the "2026 Rights Agreement") with Computershare Trust Company, N.A. The 2026 Rights Agreement replaces the prior 2025 Rights Agreement (which expires August 5, 2026) and extends the stockholder rights plan through an expiration date of July 5, 2027, unless changed by the Board.

Key Details

• One Right was issued for each outstanding common share, payable to holders of record on August 5, 2026.
• Each Right permits purchase of 1/100 of a Series E Junior Participating Preferred Share for a Purchase Price of $42.00 (subject to adjustment).
• Rights become exercisable (the "Distribution Date") 10 business days after a person/group becomes an “Acquiring Person” (beneficial ownership of 15% or more, or 20% for certain 13G filers) or 10 business days after a triggering tender/exchange offer.
• If triggered, non-acquiring holders can buy common-stock-equivalent securities at 50% of market value ("flip-in"); Rights may also “flip over” on an acquisition of the company. The Board can redeem all Rights prior to an acquiring person for $0.001 per Right.

Why It Matters
This is an anti-takeover measure intended to deter any person or group from gaining control of FreightCar America through open-market accumulation or similar tactics without Board approval or paying an appropriate control premium. For investors, the plan makes hostile takeovers more costly and should not block transactions approved by the Board; it also preserves the Board’s flexibility to redeem or exchange the Rights under specified conditions. The full Rights Agreement and related Certificate of Designation were filed as exhibits to the Form 8-K.