FreightCar America, Inc.

Previous wording

Total net railcar orders received for the six months ended June 30, 2026 were 3,550 units, consisting of 3,150 new railcars and 400 converted and rebodied railcars, compared to orders for 2,476 units, consisting of 1,776 new railcars and 700 converted and rebodied railcars, for the six months ended June 30, 2025. Total backlog of unfilled orders was 3,972 units as of June 30, 2026, compared to 1,926 railcars as of December 31, 2025. The estimated sales value of the backlog was $344 million and $137 million as of June 30, 2026 and December 31, 2025, respectively. The increase in the number of net railcar orders received for the six months ended June 30, 2026 compared to the prior year period represents the continued growth of the Company’s commercial footprint.

Current wording

Total net railcar orders received for the nine months ended September 30, 2026 were 4,185 units, consisting of 3,785 new railcars and 400 converted and rebodied railcars, compared to orders for 2,906 units, consisting of 2,206 new railcars and 700 converted and rebodied railcars, for the nine months ended September 30, 2025. Total backlog of unfilled orders was 2,660 units as of September 30, 2026, compared to 1,926 railcars as of December 31, 2025. The estimated sales value of the backlog was $285 million and $137 million as of September 30, 2026 and December 31, 2025, respectively. During the three months ended September 30, 2026, the Company removed 1,285 railcars from its backlog because the Company believes that the customer in question is unlikely to be able to meet its obligations under the associated customer contract, resulting in a reduction in backlog value of approximately $81 million. The increase in the number of net railcar orders received for the nine months ended September 30, 2026 compared to the prior year period represents the continued growth of the Company’s commercial footprint.

Previous wording

Our consolidated revenues for the three months ended June 30, 2026 were $113.1 million, compared to $118.6 million for the three months ended June 30, 2025. Manufacturing segment revenues for the three months ended June 30, 2026 were $104.3 million, compared to $110.8 million for the corresponding prior year period. The $6.5 million decrease in Manufacturing segment revenues was primarily driven by an unfavorable product mix in the cars delivered in the period. Aftermarket segment revenues for the three months ended June 30, 2026 were $8.9 million, compared to $7.9 million for the three months ended June 30, 2025, primarily reflecting revenues generated by Carly Railcar Components, acquired in December 2025, which expanded the Company's aftermarket parts distribution business.

Current wording

Our consolidated revenues for the three months ended September 30, 2026 were $76.5 million, compared to $160.5 million for the three months ended September 30, 2025. Manufacturing segment revenues for the three months ended September 30, 2026 were $65.7 million, compared to $154.0 million for the corresponding prior year period. The $88.3 million decrease in Manufacturing segment revenues was primarily driven by a combination of lower railcar delivery volumes and an unfavorable product mix in the cars delivered in the period. Aftermarket segment revenues for the three months ended September 30, 2026 were $10.8 million, compared to $6.6 million for the three months ended September 30, 2025, primarily reflecting sales from acquisitions.

Previous wording

Consolidated selling, general and administrative expenses were $21.9 million for the six months ended June 30, 2026, compared to $20.6 million for the six months ended June 30, 2025. The $1.3 million increase in consolidated selling, general and administrative expenses was primarily due to a $2.3 million increase in legal expenses and a $0.4 million increase in finance costs, partially offset by a decrease of $1.4 million in labor and stock-based compensation expenses during the six months ended June 30, 2026. Manufacturing segment selling, general and administrative expenses were $1.0 million for the six months ended June 30, 2026, compared to $0.8 million for the six months ended June 30, 2025. Manufacturing segment selling, general and administrative expenses for the six months ended June 30, 2026 and 2025, were 0.6% and 0.4% of revenue, respectively. Aftermarket segment selling, general and administrative expenses were $1.9 million for the six months ended June 30, 2026 compared to $1.1 million during the six months ended June 30, 2025. Corporate selling, general and administrative expenses were $19.0 million for the six months ended June 30, 2026, compared to $18.8 million for the six months ended June 30, 2025, primarily driven by the aforementioned increase in legal and finance expenses, partially offset by reductions in labor and stock-based compensation during the six months ended June 30, 2026.

Current wording

Consolidated selling, general and administrative expenses were $9.8 million for the three months ended September 30, 2026, compared to $9.6 million for the three months ended September 30, 2025. Manufacturing segment selling, general and administrative expenses were $0.3 million for the three months ended September 30, 2026, compared to $0.4 million for the three months ended September 30, 2025. Manufacturing segment selling, general and administrative expenses for each of the three months ended September 30, 2026 and 2025, were 0.5% and 0.3% of revenue, respectively. Aftermarket segment selling, general and administrative expenses were $0.8 million for the three months ended September 30, 2026, compared to $0.6 million during the three months ended September 30, 2025. Corporate selling, general and administrative expenses were $8.6 million for the three months ended September 30, 2026, compared to $8.7 million for the three months ended September 30, 2025.

Previous wording

Loss on Change in Fair Market Value of Warrant Liability

Current wording

Gain/(Loss) on Change in Fair Market Value of Warrant Liability

Previous wording

Gain on Change in Fair Market Value of Warrant Liability

Current wording

Our gain on change in fair market value of Warrant liability was $4.7 million for the three months ended September 30, 2026, compared to a loss of $17.6 million for the three months ended September 30, 2025. Changes in the fair value of the warrant liability were primarily driven by fluctuations in the Company's common stock price and the number of shares underlying the warrants. During the second quarter of 2026, the partial exercise of the 2020, 2021 and 2022 Warrants resulted in a substantial reduction in the outstanding warrant liability, as further discussed in Note 11 – Warrants.

Previous wording

Other expense was $0.2 million for the three months ended June 30, 2026, compared to other income of $3.3 million for the three months ended June 30, 2025. The decrease in other (expense) income is primarily driven by the $3.1 million Employee Retention Credit received during the three months ended June 30, 2025.

Current wording

Other expense was $0.1 million for the three months ended September 30, 2026, compared to other income of $0.1 million for the three months ended September 30, 2025. The change in other (expense) income was primarily attributable to foreign currency remeasurement gains recognized during the three months ended September 30, 2025.

Previous wording

Our consolidated revenues for the six months ended June 30, 2026 were $177.4 million, compared to $214.9 million for the six months ended June 30, 2025. Manufacturing segment revenues for the six months ended June 30, 2026 were $157.2 million, compared to $200.9 million for the six months ended June 30, 2025. The $43.7 million decrease in Manufacturing segment revenues was primarily driven by an unfavorable product mix in the cars delivered in the period. Aftermarket segment revenues for the six months ended June 30, 2026 were $20.2 million, compared to $14.0 million for the six months ended June 30, 2025, primarily reflecting revenues generated by Carly Railcar Components, acquired in December 2025, which expanded the Company's aftermarket parts distribution business.

Current wording

Our consolidated revenues for the nine months ended September 30, 2026 were $253.9 million, compared to $375.4 million for the nine months ended September 30, 2025. Manufacturing segment revenues for the nine months ended September 30, 2026 were $222.9 million, compared to $354.9 million for the nine months ended September 30, 2025. The $132.0 million decrease in Manufacturing segment revenues was primarily driven by a combination of lower railcar delivery volumes and an unfavorable product mix in the cars delivered in the period. Aftermarket segment revenues for the nine months ended September 30, 2026 were $31.0 million, compared to $20.5 million for the nine months ended September 30, 2025, primarily reflecting sales from acquisitions.

Previous wording

Consolidated selling, general and administrative expenses were $10.5 million for the three months ended June 30, 2026, compared to $10.1 million for the three months ended June 30, 2025. The $0.4 million increase in consolidated selling, general and administrative expenses was primarily due to a $0.5 million increase in legal costs during the three months ended June 30, 2026. Manufacturing segment selling, general and administrative expenses were $0.6 million for the three months ended June 30, 2026, compared to $0.4 million for the three months ended June 30, 2025. Manufacturing segment selling, general and administrative expenses for each of the three months ended June 30, 2026 and 2025, were 0.6% and 0.4% of revenue, respectively. Aftermarket segment selling, general and administrative expenses were $0.9 million for the three months ended June 30, 2026, compared to $0.5 million during the three months ended June 30, 2025. Corporate selling, general and administrative expenses were $8.9 million for the three months ended June 30, 2026, compared to $9.2 million for the three months ended June 30, 2025, primarily driven by the aforementioned increase in legal costs during the three months ended June 30, 2026.

Current wording

Consolidated selling, general and administrative expenses were $31.6 million for the nine months ended September 30, 2026, compared to $30.3 million for the nine months ended September 30, 2025. The $1.3 million increase in consolidated selling, general and administrative expenses was primarily due to a $1.6 million increase in legal costs and a $1.3 million increase in transaction costs, partially offset by a $1.4 million decrease in salaries expense, during the nine months ended September 30, 2026. Manufacturing segment selling, general and administrative expenses were $1.3 million for the nine months ended September 30, 2026, compared to $1.2 million for the nine months ended September 30, 2025. Manufacturing segment selling, general and administrative expenses for the nine months ended September 30, 2026 and 2025, were 0.6% and 0.3% of revenue, respectively. Aftermarket segment selling, general and administrative expenses were $2.7 million for the nine months ended September 30, 2026 compared to $1.6 million during the nine months ended September 30, 2025. Corporate selling, general and administrative expenses were $27.6 million for the nine months ended September 30, 2026, compared to $27.5 million for the nine months ended September 30, 2025, primarily driven by the aforementioned increase in transaction costs during the nine months ended September 30, 2026.

Previous wording

Other expense was $24.0 thousand for the six months ended June 30, 2026, compared to other income of $3.2 million for the six months ended June 30, 2025. The decrease in other income is primarily driven by the $3.3 million Employee Retention Credit received during the six months ended June 30, 2025, partially offset by a $0.1 million loss on sale of assets held for sale.

Current wording

Other expense was $0.1 million for the nine months ended September 30, 2026, compared to other income of $3.2 million for the nine months ended September 30, 2025. The decrease in other income is primarily driven by the $3.3 million Employee Retention Credit received during the nine months ended September 30, 2025, partially offset by a $0.1 million loss on sale of assets held for sale recognized in the same period.

Previous wording

Our income tax provision was $1.3 million for the six months ended June 30, 2026, compared to our income tax benefit of $50.9 million for the six months ended June 30, 2025. The income tax benefit primarily reflects the release of the majority of the valuation allowance in the United States on federal deferred tax assets during the six months ended June 30, 2025.

Current wording

Our income tax benefit was $0.2 million for the nine months ended September 30, 2026, compared to our income tax benefit of $51.0 million for the nine months ended September 30, 2025. The income tax benefit primarily reflects the release of the majority of the valuation allowance in the United States on federal deferred tax assets during the nine months ended September 30, 2025.

Previous wording

The Term Loan bears interest at the Term Secured Overnight Refinancing Rate (“Term SOFR”), with a floor of 3.00% per annum, plus an applicable margin of 6.00% per annum or at a base rate, as selected by the Company as the borrower. Base rate loans, with respect to the Term Loan, bear interest at the highest of (a) 4.00% per annum, (b) the federal funds rate plus 0.50%, (c) the prime rate or (d) the Term SOFR rate plus 1.00% per annum plus an applicable margin of 5.00%. The Term Loan bears interest at 9.7% as of June 30, 2026.

Current wording

The Term Loan bears interest at the Term Secured Overnight Financing Rate (“Term SOFR”), with a floor of 3.00% per annum, plus an applicable margin of 6.00% per annum or at a base rate, as selected by the Company as the borrower. Base rate loans, with respect to the Term Loan, bear interest at the highest of (a) 4.00% per annum, (b) the federal funds rate plus 0.50%, (c) the prime rate or (d) the Term SOFR rate plus 1.00% per annum plus an applicable margin of 5.00%. The Term Loan bears interest at 9.7% as of September 30, 2026.

Previous wording

The ABL contains customary affirmative and negative covenants and financial covenants that are triggered upon reduced availability and remain in effect while such condition exists. The Company was in compliance with these covenants as of June 30, 2026. Revolving loans outstanding bear interest at the Term SOFR rate plus an applicable margin ranging from 1.50% to 2.00% per annum or at a base rate plus an applicable margin ranging from 0.50% to 1.00% per annum, as selected by the Company as the borrower. Base rate loans, with respect to the ABL, bear interest at the highest of (a) the prime rate, (b) the federal funds rate plus 0.50% or (c) Term SOFR rate plus 1.00%, provided that the base rate may not be less than 1.00%. As of June 30, 2026, the ABL bears interest at 5.5%.

Current wording

The ABL contains customary affirmative and negative covenants and financial covenants that are triggered upon reduced availability and remain in effect while such condition exists. The Company was in compliance with these covenants as of September 30, 2026. Revolving loans outstanding bear interest at the Term SOFR rate plus an applicable margin ranging from 1.50% to 2.00% per annum or at a base rate plus an applicable margin ranging from 0.50% to 1.00% per annum, as selected by the Company as the borrower. Base rate loans, with respect to the ABL, bear interest at the highest of (a) the prime rate, (b) the federal funds rate plus 0.50% or (c) Term SOFR rate plus 1.00%, provided that the base rate may not be less than 1.00%. As of September 30, 2026, the ABL bears interest at 5.8%.

Previous wording

As of June 30, 2026, the Company had $24,468 of availability under the ABL, net of $452 reserved for foreign currency derivative mark-to-market adjustments and $197 reserved for a standby letter of credit. Deferred financing costs of $874 are recorded as an asset and amortized to interest expense over the term of the ABL.

Current wording

As of September 30, 2026, the Company had $16,779 of availability under the ABL, net of $452 reserved for foreign currency derivative mark-to-market adjustments and $197 reserved for a standby letter of credit. Deferred financing costs of $874 are recorded as an asset and amortized to interest expense over the term of the ABL.

Previous wording

The following table summarizes our cash flow activities for the six months ended June 30, 2026 and 2025:

Current wording

The following table summarizes our cash flow activities for the nine months ended September 30, 2026 and 2025:

Previous wording

Our net cash provided by operating activities for the six months ended June 30, 2026 was $7.8 million compared to $21.3 million provided by operating activities for the six months ended June 30, 2025. Our net cash provided by operating activities for the six months ended June 30, 2026 reflects changes in working capital, including a decrease in inventory of $10.3 million and an increase in accounts and contractual payables of $8.3 million. Our net cash provided by operating activities for the six months ended June 30, 2025 reflects changes in working capital, including increases in accounts payable of $41.2 million and customer deposits of $17.6 million, offset by increases in inventory of $32.8 million and accounts receivable of $3.7 million. The decrease in inventory relates to inventory on hand at December 31, 2025 used in production of railcars delivered during the period, and the increase in accounts payable relates to purchases of raw materials used to support production during the six months ended June 30, 2026.

Current wording

Our net cash provided by operating activities for the nine months ended September 30, 2026 was $33.1 million compared to $24.7 million provided by operating activities for the nine months ended September 30, 2025. Our net cash provided by operating activities for the nine months ended September 30, 2026 reflects changes in working capital, including increases in accounts payable of $51.0 million and customer deposits of $15.7 million, partially offset by increases in inventory of $9.9 million and accounts receivable of $6.6 million. Our net cash provided by operating activities for the nine months ended September 30, 2025 reflects changes in working capital, including increases in accounts payable of $47.7 million and customer deposits of $8.2 million, partially offset by increases in inventory of $27.9 million and accounts receivable of $20.0 million. The changes in inventory and accounts payable were primarily attributable to the timing of raw material purchases and payments to suppliers in support of railcar production and deliveries. Changes in customer deposits and accounts receivable were primarily driven by the timing of customer billings and collections based on contractual payment terms and railcar production schedules.

Previous wording

Investing Activities. Net cash used in investing activities for the six months ended June 30, 2026 was $1.3 million and consisted of $0.9 million in capital expenditures related to enhancement of machinery and equipment on current production lines of the Manufacturing Facility and $0.4 million payment of holdback liability in connection with the CRC acquisition. Net cash used in investing activities for the six months ended June 30, 2025 was $0.4 million and consisted of capital expenditures of $0.9 million related to additional machinery and equipment on current production lines of the Manufacturing Facility, offset by proceeds of $0.6 million from the sale of assets held for sale.

Current wording

Investing Activities. Net cash used in investing activities for the nine months ended September 30, 2026 was $2.2 million and primarily consisted of $1.2 million in capital expenditures related to enhancement of machinery and equipment on current production lines of the Manufacturing Facility, a $0.4 million payment of holdback liability in connection with the CRC acquisition, and $0.5 million payment for the acquisition of certain assets of SPE. Net cash used in investing activities for the nine months ended September 30, 2025 was $1.5 million and consisted of capital expenditures of $2.1 million related to additional machinery and equipment on current production lines of the Manufacturing Facility, offset by proceeds of $0.6 million from the sale of assets held for sale.

Previous wording

Financing Activities. Net cash used in financing activities for the six months ended June 30, 2026 was $7.8 million which included borrowing and repayment on revolving line of credit of $8.0 million, repayment on term loan of $7.3 million, and employee stock settlements of $0.4 million. Net cash used in financing activities for the six months ended June 30, 2025 was $4.1 million which included deferred financing costs of $1.3 million, repayments on term loan of $1.4 million, employee stock settlements of $0.5 million, and principal payments on the finance lease of $0.8 million.

Current wording

Financing Activities. Net cash used in financing activities for the nine months ended September 30, 2026 was $8.5 million, primarily consisting of $8.0 million in term loan repayments and $0.4 million in employee stock settlements. Net cash used in financing activities for the nine months ended September 30, 2025 was $4.9 million which included deferred financing costs of $1.3 million, repayments on term loan of $2.2 million, employee stock settlements of $0.5 million, and principal payments on the finance lease of $0.9 million.

Previous wording

Our capital expenditures were $0.9 million for the six months ended June 30, 2026 and 2025. We anticipate capital expenditures during 2026 to be in the range of $7 million to $10 million, related to the replacement and enhancement of machinery and equipment used in manufacturing, as well as investment in new machinery and equipment related to production of tank cars.

Current wording

Our capital expenditures were $1.2 million and $2.1 million for the nine months ended September 30, 2026 and 2025, respectively. We anticipate capital expenditures during 2026 to be in the range of $2 million to $3 million, related to the replacement and enhancement of machinery and equipment used in manufacturing of railcars.