FreightCar America, PIMCO holders sign pact; ends poison pill, sets 20% transfer review

FreightCar America, Inc.

Stockholder Agreement dated Oct 14, 2026 with OC III LVS XII LP, OC III LVS XXVIII LP and OC III LFE II LP (PIMCO-managed), which beneficially own ~48.8% of common stock including warrants.
Rights Agreement dated Aug 5, 2026 terminated; preferred stock purchase rights expired at close of business Oct 14, 2026, accelerating the prior July 5, 2027 expiration.
Company agreed not to adopt any stockholder rights plan with an 'Acquiring Person' ownership threshold below 20% of Common Stock then outstanding.
Transfers to a 'Material Holder' (>20% fully diluted) require written board notice; board gets 10 days to approve, reject or condition, and the sale must close within 60 days.
Pact runs to 11:59 p.m. ET on the earlier of Oct 14, 2030 or when Stockholder holds 20% or less; permitted transfers include affiliates and Rule 144 sales.

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