Item 1.01. 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 issuable upon exercise of warrants, as reported in its Schedule 13D/A filed with the Securities and Exchange Commission (the "SEC") on July 2, 2026.

The Stockholder Agreement includes the following material terms:

Termination of the Rights Agreement. The Company agreed to terminate, upon execution of the Stockholder Agreement, its Rights Agreement, dated as of August 5, 2026 (the "Rights Agreement"), between the Company and Computershare Trust Company, N.A., as rights agent (the "Rights Agent"). The terms of the Rights Agreement are described in the Company's Current Report on Form 8-K filed with the SEC on August 5, 2026. The termination is described in Item 1.02 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 Holder," Stockholder must give the Board written notice describing the number of shares, the price and general terms of the proposed sale, and the identity of the proposed transferee. A "Material Holder" is generally a person that, together with its affiliates and any "group" (as defined under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of which it is a member, would beneficially own more than 20% of the Company's outstanding share capital, calculated on a fully diluted basis. The Board may, in its sole discretion and subject to applicable law, approve or reject the proposed transfer in whole or in part, or set conditions to the transfer. If Stockholder does not receive a written disapproval or conditions from the Board within 10 days after delivering its notice, Stockholder may complete the transfer on the terms described in the notice within the following 60 days.

Permitted Transfers. The Board review requirement does not apply to (1) transfers to Stockholder's affiliates so long as any such affiliate agrees to be bound by the terms of the Stockholder Agreement; (2) sales in an underwritten public offering or through a broker under Rule 144 under the Securities Act of 1933, as amended, if Stockholder does not know, after due inquiry, that any transferee is or will be a Material Holder; or (3) dispositions in connection with (a) a Board-approved binding definitive agreement under which a person or group will acquire more than 50% of the Company's voting securities or (b) a tender or exchange offer that, if completed, would result in a person or group beneficially owning more than 50% of the Company's voting securities, if the Company's Schedule 14D-9 for that offer does not recommend that stockholders reject the offer or state that the Board is considering its response.

Notice of Transfers. Stockholder must notify the Company of any transfer of Subject Shares no later than the date of the transfer. Transfers to affiliates may be reported up to five business days after they occur, and no notice is required for permitted transfers described in clauses (2) and (3) above.