FreightCar America: enters stockholder agreement; rights agreement terminated

What happened

• FreightCar America, Inc. reported that on Oct 14, 2026 it entered into a Stockholder Agreement with OC III LVS XII LP, OC III LVS XXVIII LP, and OC III LFE II LP. The filing says the Stockholder beneficially owns approximately 48.8% of the Company’s outstanding common stock, including shares issuable upon exercise of warrants, as reported in its Schedule 13D/A filed with the SEC on Jul 2, 2026.
• The filing says that, in connection with the Stockholder Agreement, the Company and Computershare Trust Company, N.A., as rights agent, entered into an Amendment and Termination of Rights Agreement effective as of the close of business on Oct 14, 2026, and that the Preferred Stock Purchase Rights registered under Section 12(b) expired and are no longer outstanding.

Key details

• The Company agreed to terminate, upon execution of the Stockholder Agreement, its Rights Agreement dated Aug 5, 2026 with Computershare Trust Company, N.A.
• The Company agreed not to adopt any stockholder rights plan in which the definition of “Acquiring Person” (or similar term) includes an ownership threshold of less than 20% of the Common Stock then outstanding.
• Before Stockholder sells, transfers or assigns Subject Shares to a person who would become a “Material Holder” (generally someone who would beneficially own more than 20% on a fully diluted basis), Stockholder must give the Board written notice with the number of shares, price, general terms and transferee. The Board has 10 days to object or set conditions; if no written disapproval or conditions are given within 10 days, Stockholder may complete the transfer within the following 60 days.
• The Stockholder Agreement will terminate at 11:59 p.m. (Eastern Time) on the earlier of (1) the fourth anniversary of the agreement date and (2) the date on which Stockholder and its affiliates no longer beneficially own more than 20% of the Company’s outstanding share capital on a fully diluted basis.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement), Item 1.02 (termination of a material definitive agreement), and Item 3.03 (material modification to rights of security holders); those items cover the Stockholder Agreement, the Amendment and Termination of the Rights Agreement, and the expiration of the Preferred Stock Purchase Rights.
• The filing does not show why the insider traded or why the company acted.