FreightCar America Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement

***Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )*

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

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125 South Wacker Drive, Suite 1500

Chicago, Illinois 60606

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 14, 2025

April 3, 2025

Dear FreightCar America Stockholder:

We are notifying you that the Annual Meeting of Stockholders of FreightCar America, Inc. will be held at 10:00 a.m. (Central Time) on May 14, 2025 (the “Annual Meeting”). The Annual Meeting will be held in virtual format only, via live webcast on the Internet, with no physical, in-person meeting. You will be able to attend and participate in the Annual Meeting online by visiting www.meetnow.global/MFJGFLA where you will be able to listen to the meeting live, submit questions and vote. We recommend that you log in a few minutes before the meeting to ensure that you are logged in when the meeting starts. The Annual Meeting is being held for the purposes set forth below and such other business as may properly come before the meeting or any adjournment thereof.

1. To elect two directors as Class II directors, each for a term of three years.

2. To hold an advisory vote to approve the compensation of our Named Executive Officers as named in the enclosed proxy statement.

3. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2025.

On or about April 3, 2025, we will make available to our stockholders copies of the enclosed proxy statement and Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”). Stockholders should review all proxy materials before voting. Only stockholders of record at the close of business on March 20, 2025 are entitled to vote at the Annual Meeting and any postponements or adjournments of the meeting. A complete list of these stockholders will be available at our principal executive offices prior to the Annual Meeting. Each of the matters listed above is described in further detail in the enclosed proxy statement.

Whether or not you plan to attend the Annual Meeting, please be sure to vote your shares in accordance with the instructions on the enclosed proxy card as promptly as possible. You can withdraw your proxy at any time before it is voted.

By order of the Board of Directors,

/s/ Celia R. Perez

CELIA R. PEREZ

VP, General Counsel & Corporate Secretary

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting on May 14, 2025:

The Securities and Exchange Commission’s “Notice and Access” rule enables us to deliver a Notice of Internet Availability of Proxy Materials to stockholders in lieu of a paper copy of the proxy statement, related materials, and the Annual Report. It contains instructions on how to access our proxy statement and Annual Report and how to vote online.

FreightCar America, Inc.’s Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report are available athttps://www.investorvote.com/RAIL.

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125 South Wacker Drive, Suite 1500

Chicago, Illinois 60606

PROXY STATEMENT