Nicholas J. Randall - Jan 4, 2024 Form 4 Insider Report for FreightCar America, Inc. (RAIL)

Role: Chief Operating Officer
Signature: /s/ Celia Perez, as attorney in fact
Stock symbol: RAIL
Transactions as of: Jan 4, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/8/2024, 05:29 PM
Previous filing: Jun 27, 2023
Next filing: May 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RAIL	Common Stock	Award	$0	+103K		$0.00	103K	Jan 4, 2024	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RAIL	Employee Stock Option	Award	$0	+145K		$0.00	145K	Jan 4, 2024	Common Stock	145K	$2.73	Direct	F3, F4, F5
holding	RAIL	Employee Stock Option						300K	Jan 4, 2024	Common Stock	300K	$2.73	Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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).
F2	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.
F3	Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2022 Long Term Incentive Plan.
F4	The options vest in three equal annual installments beginning on January 4, 2025.
F5	The options were granted pursuant to the Issuer's 2022 Long Term Incentive Plan, for which no consideration was paid by the recipient.
F6	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.