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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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FreightCar America, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Zephram Yowell Pacific Investment Management Co. LLC, 650 Newport Center Drive Newport Beach, CA, 92660 (949)720-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/14/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
PACIFIC INVESTMENT MANAGEMENT CO LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
16,815,352.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
48.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
FreightCar America, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
125 South Wacker Drive, Suite 1500, Chicago,
ILLINOIS
, 60606. | |
Item 1 Comment:
This Amendment No. 10 to Schedule 13D ("Amendment No. 10") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on August 11, 2021 (as amended by Amendment No. 1 to Schedule 13D filed on November 9, 2021, Amendment No. 2 to Schedule 13D filed on January 7, 2022, Amendment No. 3 to Schedule 13D filed on April 12, 2022, Amendment No. 4 to Schedule 13D filed on August 8, 2022, Amendment No. 5 to Schedule 13D filed on November 8, 2022, Amendment No. 6 to Schedule 13D filed on March 29, 2023, Amendment No. 7 to Schedule 13D filed on May 25, 2023, Amendment No. 8 to Schedule 13D filed on July 14, 2023, and Amendment No. 9 to the Schedule 13D filed on July 2, 2026 collectively, the "Original Schedule 13D") and, collectively with this Amendment No. 10, the "Statement") relating to shares of common stock, par value $0.01 per share (the "Common Stock"), of FreightCar America, Inc., a Delaware corporation (the "Issuer"). Items 4, 6 and 7 of the Original Schedule 13D are hereby amended as set forth below. Capitalized terms used in this Amendment No. 10 and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
On October 14, 2026, the Issuer entered into an agreement (the "Agreement") with OC III, OC XXVIII and OCI III LFE (each on behalf of itself, "Stockholder") pursuant to which, among other things, the Issuer has agreed (i) to terminate its existing stockholder rights plan and (ii) 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. Pursuant to the Agreement, any sale, transfer, or assignment by Stockholder (or certain of its affiliates) of the Issuer's securities to a person who is or would become the beneficial owner of 20% or more of the Issuer's outstanding share capital is subject to the Board's approval, subject to certain exceptions.
The foregoing description of the Agreement is not complete and is qualified in its entirely by the full text of the Agreement, which is included as Exhibit 99.1 to this filing by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on October 15, 2026, and is incorporated herein by reference. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows:
The disclosure set forth in Item 4 of this Amendment No. 10 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Agreement, dated October 14, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on October 15, 2026) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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