{"filing":{"accession_number":"0001213900-26-085699","cik":"0001320854","ticker":"RAIL","company_name":"FreightCar America, Inc.","form":"8-K","filing_date":"2026-08-05","report_date":"2026-08-05","primary_document":"ea0300615-8k_freightcar.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1320854/000121390026085699/ea0300615-8k_freightcar.htm"},"events":[{"id":24798,"run_id":22486,"accession_number":"0001213900-26-085699","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"FreightCar's Board adopted a limited-duration stockholder rights plan (poison pill) on August 5, 2026, declaring one preferred share purchase right per common share and filing a Certificate of Designation with Delaware. The plan protects against unsolicited takeovers by imposing a 15% (or 20% for 13G investors) ownership threshold and materially affects shareholder voting rights and control dynamics.","company_name":"FreightCar America, Inc.","ticker":"RAIL","filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":25472,"accession_number":"0001213900-26-085699","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"FreightCar's Board adopted a stockholder rights plan (poison pill) on August 5, 2026, declaring a dividend of one preferred share purchase right per common share. While the Item 1.01 caption references \"Entry into a Material Definitive Agreement,\" the substance is a governance action—adoption of a rights plan to protect against hostile takeovers by imposing a 15% (or 20% for 13G investors) ownership threshold. This is a governance matter distinct from M\u0026A activity itself, as no acquisition or merger is being entered into; rather, the Board is adopting a defensive mechanism. The event is material to investors as it affects voting rights, capital structure, and takeover defenses, but it is best classified as a governance action rather than ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:42.221711+00:00","company_name":"","ticker":null,"filing_date":""},{"id":25473,"accession_number":"0001213900-26-085699","item_number":"3.03","item_title":"Material Modifications of Rights of","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"FreightCar's Board adopted a limited duration stockholder rights plan (poison pill) to protect against unsolicited takeovers, replacing an expiring plan. This is a governance event involving modification of shareholder rights and Board authority, but does not fit the specific categories of exec_appointment, exec_departure, or exec_compensation. The rights plan is material as it affects shareholder protections and control dynamics, though it is not a shareholder vote result or auditor change.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:42.221711+00:00","company_name":"","ticker":null,"filing_date":""},{"id":25474,"accession_number":"0001213900-26-085699","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"FreightCar's Board adopted a new stockholder rights plan (poison pill) and filed a Certificate of Designation for preferred shares with Delaware on August 5, 2026. While Item 5.03 covers amendments to articles and bylaws, the core event is a governance action—adoption of a takeover defense mechanism—rather than a routine bylaw amendment. The rights plan is material because it affects shareholder voting power and control dynamics, though it is not a specific named event type (exec change, M\u0026A, etc.). This is best classified as a governance matter outside the specific categories.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:42.221711+00:00","company_name":"","ticker":null,"filing_date":""},{"id":25475,"accession_number":"0001213900-26-085699","item_number":"8.01","item_title":"Other Events.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"FreightCar's Board adopted a limited duration stockholder rights plan (poison pill) to protect against unsolicited takeovers. While this is a governance action, it does not fit the specific categories of exec_departure, exec_appointment, exec_compensation, auditor_change, or shareholder_vote_results. The rights plan is a material governance event that affects shareholder rights and control dynamics, warranting classification as governance_other rather than other_material, since the domain (governance) is clear.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:42.221711+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":25472,"accession_number":"0001213900-26-085699","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"FreightCar's Board adopted a stockholder rights plan (poison pill) on August 5, 2026, declaring a dividend of one preferred share purchase right per common share. While the Item 1.01 caption references \"Entry into a Material Definitive Agreement,\" the substance is a governance action—adoption of a rights plan to protect against hostile takeovers by imposing a 15% (or 20% for 13G investors) ownership threshold. This is a governance matter distinct from M\u0026A activity itself, as no acquisition or merger is being entered into; rather, the Board is adopting a defensive mechanism. The event is material to investors as it affects voting rights, capital structure, and takeover defenses, but it is best classified as a governance action rather than ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:42.221711+00:00","company_name":"FreightCar America, Inc.","ticker":"RAIL","filing_date":"2026-08-05"},{"id":25473,"accession_number":"0001213900-26-085699","item_number":"3.03","item_title":"Material Modifications of Rights of","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"FreightCar's Board adopted a limited duration stockholder rights plan (poison pill) to protect against unsolicited takeovers, replacing an expiring plan. This is a governance event involving modification of shareholder rights and Board authority, but does not fit the specific categories of exec_appointment, exec_departure, or exec_compensation. The rights plan is material as it affects shareholder protections and control dynamics, though it is not a shareholder vote result or auditor change.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:42.221711+00:00","company_name":"FreightCar America, Inc.","ticker":"RAIL","filing_date":"2026-08-05"},{"id":25474,"accession_number":"0001213900-26-085699","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"FreightCar's Board adopted a new stockholder rights plan (poison pill) and filed a Certificate of Designation for preferred shares with Delaware on August 5, 2026. While Item 5.03 covers amendments to articles and bylaws, the core event is a governance action—adoption of a takeover defense mechanism—rather than a routine bylaw amendment. The rights plan is material because it affects shareholder voting power and control dynamics, though it is not a specific named event type (exec change, M\u0026A, etc.). This is best classified as a governance matter outside the specific categories.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:42.221711+00:00","company_name":"FreightCar America, Inc.","ticker":"RAIL","filing_date":"2026-08-05"},{"id":25475,"accession_number":"0001213900-26-085699","item_number":"8.01","item_title":"Other Events.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"FreightCar's Board adopted a limited duration stockholder rights plan (poison pill) to protect against unsolicited takeovers. While this is a governance action, it does not fit the specific categories of exec_departure, exec_appointment, exec_compensation, auditor_change, or shareholder_vote_results. The rights plan is a material governance event that affects shareholder rights and control dynamics, warranting classification as governance_other rather than other_material, since the domain (governance) is clear.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:42.221711+00:00","company_name":"FreightCar America, Inc.","ticker":"RAIL","filing_date":"2026-08-05"}]}