X0306 4 2021-01-28 0 0001320854 FreightCar America, Inc. RAIL 0001789707 Tonn W Matthew 125 SOUTH WACKER DRIVE SUITE 1500 CHICAGO IL 60606 0 1 0 0 Chief Commercial Officer Common Stock 2021-01-28 4 A 0 28478 0.00 A 133839 D Employee Stock Option 3.81 2021-01-28 4 A 0 49162 0.00 A 2031-01-28 Common stock 49162 49162 D Employee Stock Option 2.38 2031-01-05 Common stock 300000 300000 D Employee Stock Appreciation Right 1.66 2030-01-24 Common stock 144090 144090 D Exempt issuance of restricted shares under Rule 16 b-3 pursuant to the Issuer's 2005 Long Term Incentive Plan. These shares were granted on January 28, 2021 and will vest on January 28, 2024. The restricted shares are subject to certain restrictions (including possible forfeiture). The restricted shares were granted pursuant to the Issuer's 2005 Long Term Incentive Plan and no consideration was paid by the recipient for the restricted shares. Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan The options vest in three equal annual installments beginning on January 28, 2022. The options were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient. On January 5, 2021 the recipient was granted 300,000 cash-settled stock options. 34% of the cash-settled stock options will vest on the later of (i) the first anniversary of the Grant Date or (ii) the date that the thirty-day trailing average of the fair market value of a share of the Company's common stock is 133.3% or more of the exercise price per share; an additional 33% of the cash-settled stock options will vest on the later of (i) the second anniversary of the Grant Date or (ii) the date that the thirty-day trailing average of the fair market value of a share of the Company's common stock is 133.3% or more of the exercise price per share; and the final 33% of the cash-settled stock options will vest on the later of (i) the third anniversary of the Grant Date or (ii) the date that the thirty-day trailing average of the fair market value of a share of the Company's common stock is 133.3% or more of the exercise price per share. On January 24, 2020 the recipient was granted 144,090 cash-settled stock appreciation rights. 48,991 cash-settled stock appreciation rights are fully vested and currently exercisable, 47,550 cash-settled stock appreciations rights will vest on January 24, 2022 and 47,549 cash-settled stock appreciation rights will vest on January 24, 2023. /s/ Brian Black, as attorney in fact 2021-02-01