FreightCar America, Inc. has terminated its shareholder rights plan, according to a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2026. The termination was executed in connection with a new Stockholder Agreement entered into on the same date.
The Stockholder Agreement was executed between FreightCar America and three limited partnerships: OC III LVS XII LP, OC III LVS XXVIII LP, and OC III LFE II LP. Collectively, these entities beneficially own approximately 48.8% of the Company’s outstanding common stock, par value $0.01 per share, as reported in a Schedule 13D/A filed on July 2, 2026.
Under the terms of the Stockholder Agreement, the Company agreed to terminate its Rights Agreement, dated August 5, 2026, with Computershare Trust Company, N.A., as the rights agent. The termination was formalized through an Amendment and Termination of Rights Agreement executed on October 14, 2026. This amendment accelerated the expiration date of the Rights Agreement from July 5, 2027, to the close of business on October 14, 2026.
As a result of the termination, the Preferred Stock Purchase Rights registered under Section 12(b) of the Exchange Act expired and are no longer outstanding. Holders of the Company’s common stock are no longer entitled to any rights or benefits under the Rights Agreement.
The Stockholder Agreement also includes several other material terms. The Company agreed not to adopt any stockholder rights plan where the definition of an “Acquiring Person” includes an ownership threshold of less than 20% of the outstanding common stock. Additionally, the Stockholder must provide the Board with written notice before transferring Subject Shares to a person who would become a “Material Holder,” defined as a person who would beneficially own more than 20% of the Company’s share capital on a fully diluted basis. The Board has discretion to approve or reject such transfers. The Stockholder Agreement is set to terminate on the earlier of the fourth anniversary of the agreement or the date Stockholder no longer beneficially owns more than 20% of the Company’s shares.
