Sec Form 4 Filing - Randall Nicholas J @ FreightCar America, Inc. - 2024-01-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Randall Nicholas J 2. Issuer Name and Ticker or Trading Symbol FreightCar America, Inc. [ RAIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 125 SOUTH WACKER DRIVE, SUITE 1500 3. Date of Earliest Transaction (MM/DD/YY) 01/04/2024 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/04/2024 A 103,022 A ( 1 ) $ 0 ( 2 ) 103,022 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option $ 2.73 01/04/2024 A( 3 ) 144,900 ( 4 ) 01/04/2034 Common Stock 144,900 $ 0 ( 5 ) 144,900 D Employee Stock Option $ 2.73 ( 6 ) 06/26/2033 Common Stock 300,000 300,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Randall Nicholas J 125 SOUTH WACKER DRIVE SUITE 1500 CHICAGO, IL60606 Chief Operating Officer Signatures /s/ Celia Perez, as attorney in fact 01/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Exempt issuance of restricted shares under Rule 16(b)-3 pursuant to the Issuer's 2022 Long Term Incentive Plan. These shares were granted on January 4, 2024 and will vest on January 4, 2027. The restricted shares are subject to certain restrictions (including possible forfeiture). ( 2 )The restricted shares were granted pursuant to the Issuer's 2022 Long Term Incentive Plan and no consideration was paid by the recipient for the restricted shares. ( 3 )Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2022 Long Term Incentive Plan. ( 4 )The options vest in three equal annual installments beginning on January 4, 2025. ( 5 )The options were granted pursuant to the Issuer's 2022 Long Term Incentive Plan, for which no consideration was paid by the recipient. ( 6 )Options will vest on the later of (i) the first date on which the closing price of one share of the Company's common stock is equal to or greater than 125% of the exercise price; and (ii) for 1/3 of the options on the first anniversary of the transaction date; for an additional 1/3 of the options, the second anniversary of the transaction date; for the final 1/3 of the options, the third anniversary of the transaction date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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