FreightCar America Inc 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number: 000-51237 FREIGHTCAR AMERICA, INC. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☒Non-accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐ If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES☐NO☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2025 was $108.0 million, based on the closing price of $8.62 per share onthe Nasdaq Global Market. As of March 3, 2026, there were 19,073,475 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its Annual Meeting of Stockholders to be filed within 120 days of the end of the registrant’s fiscal yearended December 31, 2025 (the “2026 Proxy Statement”) is incorporated by reference into Part III hereof. FREIGHTCAR AMERICA, INC. TABLE OF CONTENTS PART I Item 1. Business. OVERVIEW FreightCar America, Inc., a Delaware corporation (“FreightCar”), with its subsidiaries (the “Company”, “we”, “us”, or “our” refersto FreightCar and its subsidiaries), is a diversified manufacturer and supplier of railcars and railcar components. We design andmanufacture a broad variety of railcar types for transportation of bulk commodities and containerized freight products primarily inNorth America. We also provide railcar rebody and repair services, railcar conversion services that repurpose idled rail assets backinto revenue service, and supply railcar parts. We have been manufacturing railcars since 1901. Our primary customers are financial institutions and shippers, which represented 78% and 16%, respectively, of our total salesattributable to each type of customer for the year ended December 31, 2025.In the year ended December 31, 2025, we delivered4,125 railcars, comprised of 3,714 new railcars and 411 rebuilt railcars, compared to 4,362 railcars, comprised of 4,252 new railcarsand 110 rebuilt railcars, delivered in the year ended December 31, 2024. Our total backlog of firm orders for railcars decreasedfrom 2,797 railcars as of December 31, 2024 to 1,926 railcars as of December 31, 2025. Our backlog as of December 31, 2025includes a variety of railcar types and the estimated sales value of the backlog is $137 million. Our website is www.freightcaramerica.com. We make available, free of charge, on or through our website items related tocorporate governance, including, among other things, our corporate governance guidelines, charters of various committees of ourBoard of Directors (the “Board”) and our code of business conduct and ethics. Our annual reports on Form 10-K, quarterly reportson