AMPCO PITTSBURGH CORP

Note 5 – Property, Plant and Equipment

Property, plant and equipment were comprised of the following:

The decision to exit the operations of UES-UK in the second quarter of 2025 was deemed to be a triggering event under ASC 360, Property, Plant and Equipment, causing the Corporation to evaluate whether the property, plant and equipment of the corresponding asset group within the FCEP segment was impaired. Accordingly, in the second quarter of 2025, the Corporation completed a quantitative analysis of the long-lived assets for the cast roll asset group and determined the assets were not impaired.

The Corporation also evaluated the estimated remaining useful lives and expected residual values of its U.K. assets and determined the estimated remaining useful lives of these assets were less than one year. Accordingly, beginning June 1, 2025, the Corporation began accelerating depreciation for certain of these assets. As of September 30, 2025, the property, plant and equipment of UES-UK had a net book value of approximately $10,851 (£8,073).

Certain property, plant and equipment are held as collateral including:

•

Certain of the machinery and equipment with a book value equal to approximately $24,239 at September 30, 2025, purchased with proceeds from the equipment finance facility (Note 8), are held as collateral for the equipment financing facility.

•

Certain land and land improvements and buildings and leasehold improvements with a book value equal to approximately$55,158 are included in the sale-leaseback financing transactions and Disbursement Agreement (Note 8). Title to these assets lies with the lender; however, since the transactions qualified as financing transactions, versus sales, the assets remain recorded on the Corporation’s condensed consolidated balance sheets.

•

The remaining assets, other than real property, are pledged as collateral for the Corporation’s revolving credit facility and Equipment Term Notes (Note 8).

The gross value of assets under finance leases and the related accumulated depreciation approx imated $3,264 and $1,851, respectively, as of September 30, 2025 and $2,964 and $1,498, respectively, at December 31, 2024.

Depreciation expense approximated $7,021 and $4,497, including depreciation of assets under finance leases of approximately $81 and $80, for thethree months ended September 30, 2025 and 2024, respectively. Depreciation expense approximated $16,851 and $13,692, including depreciation of assets under finance leases of approximately $237 and $242, for thenine months ended September 30, 2025 and 2024, respectively.

Note 6 – Intangible Assets

Intangible assets were comprised of the following:

Changes in intangible assets consisted of the following:

Note 7– Customer-Related Liabilities

Customer-related liabilities as of September 30, 2025 and December 31, 2024 primarily include liabilities for product warranty claims and deposits received on future orders. The Corporation provides a limited warranty on its products, known as an “assurance-type” warranty, and may issue credit notes or replace products free of charge for valid claims. A warranty is considered an assurance-type warranty if it provides the customer with assurance that the product will function as intended. Historically, warranty claims have been insignificant. The Corporation records a provision for estimated product warranties at the time the underlying sale is recorded. The provision is based on historical experience as a percentage of sales adjusted for probable and known claims.

Changes in the liability for product warranty claims consisted of the following:

Customer deposits represent amounts collected from, or invoiced to, a customer in advance of revenue recognition when necessary to secure the right to a specific product. The liability for customer deposits is reversed when the Corporation satisfies its performance obligations and control of the inventory transfers to the customer, typically when title transfers. The majority of performance obligations related to customer deposits are expected to be satisfied in less thanone year. Performance obligations related to customer deposits expected to be satisfied beyondone year are classified as a noncurrent liability on the condensed consolidated balance sheets.

Changes in customer deposits consisted of the following:

Note 8 – Debt

Borrowings were comprised of the following:

The current portion of debt includes primarily the Industrial Revenue Bonds (“IRBs”), swing loans under the revolving credit facility and, for 2025, principal payments due under the Equipment Term Notes during the next 12 months. Although the IRBs begin to become due in late 2027, the bonds can be put back to the Corporation on short notice if they are not able to be remarketed; accordingly, the IRBs are classified as a current liability, although the Corporation considers the likelihood of the bonds being put back to the Corporation to be remote. By definition, swing loans are temporary advances under the revolving credit facility and short-term in nature. Accordingly, swing loans are classified as a current liability until the amount is either repaid, as customers remit payments, or, if elected by the Corporation, refinanced as a longer-term loan under the revolving credit facility. The swing loan balance outstanding at September 30, 2025 was $2,030. No swing loans were outstanding as of December 31, 2024.

Revolving Credit Facility

On June 25, 2025, the Corporation entered into the Credit Agreement, amending its previous revolving credit and security agreement. The Credit Agreement provides for a $100,000 senior secured asset-based revolving credit facility (the “Revolving Credit Facility”) and $13,500 under the Equipment Term Notes (see below).

The Revolving Credit Facility can be increased to $125,000 at the option of the Corporation and with the approval of the lenders and provides sublimits for letters of credit not to exceed $40,000 and European borrowings not to exceed $30,000. Borrowings under the Revolving Credit Facility will bear interest at the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging between 2.00% and 2.50%. The maturity date for the Revolving Credit Facility is June 25, 2030 and, subject to other terms and conditions of the Credit Agreement, would become due on that date.

As of September 30, 2025, the Corporation had outstanding borrowings under the Revolving Credit Facility of$50,530. The average interest rate under the Revolving Credit Facility and the previous revolving credit and security agreement approximated 7.38% and 7.22% for thethree and nine months ended September 30, 2025, respectively, and 8.26% and 8.24% for thethree and nine months ended September 30, 2024, respectively. The Corporation also utilizes a portion of the Revolving Credit Facility for letters of credit

(Note 10). As of September 30, 2025, remaining availability under the Revolving Credit Facility approximated$28,189, net of standard availability reserves. Debt issuance costs of $891 were incurred in 2025 related to amending the Credit Agreement and are being amortized over the remaining term of the agreement.

Borrowings outstanding under the Revolving Credit Facility are collateralized by a first priority perfected security interest in substantially all of the accounts receivable and inventories of the Corporation and its subsidiaries. The Credit Agreement contains customary affirmative and negative covenants and limitations, including, but not limited to, investments in certain subsidiaries, payment of dividends, incurrence of additional indebtedness and guaranties, and acquisitions and divestitures. In addition, the Corporation must maintain a certain level of excess availability or otherwise maintain a minimum Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of not less than 1.05 to 1.00. The Corporation was in compliance with the applicable bank covenants as of September 30, 2025.

On October 10, 2025, in anticipation of the Structured Insolvency of UES-UK, the lenders under the Credit Agreement temporarily modified the definition of the “Trigger Period” under the Credit Agreement for the 45 consecutive day period beginning on the effective date of the Structured Insolvency. As modified, the Trigger Period will commence on any day in which the Undrawn Availability is less than the greater of 12.50% (previously 15%) of the Maximum Revolving Advance Amount or $12,500 (previously $15,000) and will terminate on any day in which the Undrawn Availability is more than the greater of 12.50% (previously 15%) of the Maximum Revolving Advance Amount or $12,500 (previously $15,000) for 30 consecutive days (collectively, the “Trigger Period Modification Consent”). Immediately upon expiration of the 45 consecutive day period, the definition of the Trigger Period will revert to the definition in effect immediately prior to the Trigger Period Modification Consent.

Sale-Leaseback Financing Obligations

In September 2018, Union Electric Steel Corporation (“UES”), an indirect wholly owned subsidiary of the Corporation, completed a sale-leaseback financing transaction with Store Capital Acquisitions, LLC (“STORE”) for certain of its real property, including its manufacturing facilities in Valparaiso, Indiana and Burgettstown, Pennsylvania, and its manufacturing facility and corporate headquarters located in Carnegie, Pennsylvania (the “UES Properties”).

In August 2022, Air & Liquid Systems Corporation (“Air & Liquid”), a wholly owned subsidiary of the Corporation, completed a sale-leaseback financing transaction with STORE for certain of its real property, including its manufacturing facilities in Lynchburg, Virginia and Amherst, Virginia. In October 2022, Air & Liquid completed a sale-leaseback financing transaction with STORE for its real property, including its manufacturing facility, located in North Tonawanda, New York (collectively with the Virginia properties, the “ALP Properties”).

In connection with the August 2022 sale-leaseback financing transaction, and as modified by the October 2022 sale-leaseback financing transaction, UES and STORE entered into a Second Amended and Restated Master Lease Agreement (the “Restated Lease”), which amended and restated the existing lease agreement between UES and STORE. Pursuant to the Restated Lease, UES will lease the ALP Properties and the UES Properties (collectively, the “Properties”), subject to the terms and conditions of the Restated Lease, and UES will sublease the ALP Properties to Air & Liquid on the same terms as the Restated Lease. The Restated Lease provides for an initial term of 20 years; however, UES may extend the lease for the Properties for four successive periods offive years each. If fully extended, the Restated Lease would expire in August 2062. UES also has the option to repurchase the Properties, which it may, and intends to, exercise in 2032, for a price equal to the greater of (i) the Fair Market Value of the Properties or (ii)115% of Lessor’s Total Investment, with such terms defined in the Restated Lease.

In August 2022, in connection with the Restated Lease, UES and STORE entered into a Disbursement Agreement pursuant to which STORE agreed to provide up to $2,500 to UES towards certain leasehold improvements in the Carnegie, Pennsylvania manufacturing facility. In June 2023, UES received $2,500 of proceeds from the Disbursement Agreement. The annual payments for the Properties (the “Base Annual Rent”) have been adjusted to repay the $2,500 over the balance of the initial term of the Restated Lease of 20 years. Advances under the Disbursement Agreement are secured by a first priority security interest in the leasehold improvements.

At September 30, 2025, the Base Annual Rent, including the Disbursement Agreement, isequal to $3,719, payable in equal monthly installments. Each October through 2052, the Base Annual Rent will increase by an amount equal to the lesser of 2.04% or 1.25 times the change in the consumer price index, as defined in the Restated Lease. The Base Annual Rent during the remaining ten years of the Restated Lease will equal the Fair Market Rent, as defined in the Restated Lease. At October 1, 2025, the new Base Annual Rent is equal to $3,795, an increase of 2.04%.

The Restated Lease and the Disbursement Agreement contain certain representations, warranties, covenants, obligations, conditions, indemnification provisions, and termination provisions customary for those types of agreements. The Corporation was in compliance with the applicable covenants as of September 30, 2025.

The effective interest rate approximated 8.29% and 8.28% for thethree and nine months ended September 30, 2025, respectively, and 8.25% and 8.24% for thethree and nine months ended September 30, 2024, respectively.

Equipment Financing Facility

In September 2022, UES and Clarus Capital Funding I, LLC (“Clarus”) entered into a Master Loan and Security Agreement, pursuant to which UES could borrow up to $20,000 to finance certain equipment purchases associated with a capital program at certain of the Corporation’s FCEP locations. Each borrowing constitutes a secured loan transaction (each, a “Term Note”). Each Term Note has a term of 84 months. As of September 30, 2025, monthly payments of principal and interest approximated $293 and continue through mid-2031.

Interest on each Term Note accrues at an annual fixed rate ranging between 8.40% and 9.22%. The effective interest rates approximated 8.66% for each of thethree and nine months ended September 30, 2025 and 8.69% and 8.60% for thethree and nine months ended September 30, 2024, respectively. Each Term Note is secured by a first priority security interest in and to all of UES’ rights, title and interests in the underlying equipment.

Equipment Term Notes

Under the Credit Agreement, the Corporation may borrow up to $13,500 pursuant to senior secured term notes (the “Equipment Term Notes”). On June 25, 2025, the Corporation borrowed $13,500 with such proceeds used to paydown borrowings under the Revolving Credit Facility. The Equipment Term Notes are payable in equal monthly installments of principal of $161 commencing August 1, 2025, and continuing on the first day of each month through June 2030, followed by the sixtieth payment of all unpaid principal, accrued and unpaid interest and all unpaid fees, unless otherwise refinanced.

Borrowings under the Equipment Term Notes will bear interest at SOFR plus an applicable margin ranging between 3.00% and 3.50%. The effective interest rate approximated 7.94% for the three months ended September 30, 2025. The Equipment Term Notes are secured by certain equipment of the Corporation that secured the previous credit facility.

In October 2025, as a result of the Structured Insolvency of UES-UK and the sale of the AUP equipment and since the equipment of UES-UK and AUP were held as collateral for the Equipment Term Notes, approximately $2,798 of the Equipment Term Notes were repaid, an amount equal to the estimated collateral value of the UES-UK and AUP equipment.

Industrial Revenue Bonds (“IRBs”)

The Corporation hastwo IRBs outstanding: (i) $7,116 taxable IRB maturing in 2027, interest at a floating rate which averaged 4.41% and 5.40% for thethree months ended September 30, 2025 and 2024, respectively, and 4.42% and 5.40% for thenine months ended September 30, 2025 and 2024, respectively, and (ii) $2,075 tax-exempt IRB maturing in 2029, interest at a floating rate which averaged 2.82% and 3.62% for thethree months ended September 30, 2025 and 2024, respectively, and 3.08% and 3.80% for thenine months ended September 30, 2025 and 2024, respectively. The IRBs are secured by letters of credit of equivalent amounts and are remarketed periodically at which time the interest rates are reset. If the IRBs are not able to be remarketed, although considered a remote possibility by the Corporation, the bondholders can seek reimbursement immediately from the letters of credit; accordingly, the IRBs are recorded as current debt on the condensed consolidated balance sheets.

Note 9 –Pension and Other Postretirement Benefits

Contributions to the Corporation’s employee benefit plans were as follows:

Net periodic pension and other postretirement benefit costs included the following components:

a) Includes the nonqualified defined benefit pension plans.

Note 10 – Commitments and Contingent Liabilities

As of September 30, 2025:

•

Outstanding standby and commercial letters of credit and bank guarantees equaled $15,580, of which more than half serves as collateral for the IRB debt,

•

Outstanding surety bonds approximated $3,604 (SEK 33,900), which guarantee certain pension commitments of certain of the Corporation’s foreign subsidiaries under a credit insurance arrangement, and

•

Outstanding Corporate guarantees approximated $1,701 (SEK 16,000), which guarantee certain obligations of one of the Corporation's foreign subsidiaries with its local banking partner.

At September 30, 2025, commitments for future capital expenditures approximated$8,600.

See Note 13 for derivative instruments, Note 16 for litigation and Note 17 for environmental matters.

Note 11 – Equity Rights Offering

In September 2020, the Corporation completed an equity rights offering, issuing 5,507,889 shares of its common stock and 12,339,256 Series A warrants to existing shareholders. The shares of common stock and warrants are classified as equity instruments in the condensed consolidated statements of shareholders’ equity. Outstanding Series A warrants equaling 10,935,755 expired August 1, 2025 and are no longer exercisable, in accordance with the warrant agreement. Each Series A warrant provided the holder with the right to purchase 0.4464 shares of common stock at an exercise price of $2.5668, or $5.75 per whole share of common stock. During 2025,6,114 warrants were exercised, including 5,715 warrants exercised in the third quarter of 2025.

Note 12 – Accumulated Other Comprehensive Loss

Net change and ending balances for the various components of accumulated other comprehensive loss as of and for thenine months ended September 30, 2025 and 2024 are summarized below. All amounts are net of tax where applicable.

The following summarizes the line items affected on the condensed consolidated statements of operations for components reclassified from accumulated other comprehensive loss. Amounts in parentheses represent credits to net loss.

The income tax effect associated with the various components of other compreh ensive (loss) income for the three and nine months ended September 30, 2025 and 2024 is summarized below. Amounts in parentheses represent credits to net loss when reclassified to earnings. Certain amounts haveno tax effect due to the Corporation having a valuation allowance recorded against the deferred income tax assets for the jurisdiction where the income or expense is recognized. Foreign currency translation adjustments exclude the effect of income taxes since earnings of non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time.

Note 13 – Derivative Instruments

Certain divisions of the ALP segment are subject to risk from increases in the price of commodities (aluminum and copper) used in the production of inventory. To minimize this risk, futures contracts are entered into whichare designated as cash flow hedges. In March

2025, given the dramatic escalation in the price of copper futures and sufficient supply of copper, the Corporation terminated its existing futures contracts for copper resulting in a pre-tax termination gain of approximately $559. The termination gain will be reclassified to earnings when the projected sales occur. For the nine months ended September 30, 2025, $495 of the termination gain has been released to earnings, with the balance expected to be released over the next five months. At September 30, 2025, approximately 75%, or $571, of anticipated aluminum purchases over the nextsix months are hedged. At September 30, 2024, approximately 43%, or $2,853, of anticipated copper purchases over the next nine months and 56%, or $615, of anticipated aluminum purchases over the nextsix months were hedged.

The Corporation periodically enters into purchase commitments to cover a portion of its anticipated natural gas and electricity usage. The commitments qualify as normal purchases and, accordingly, are not reflected on the condensed consolidated balance sheets. At September 30, 2025, the Corporation has purchase commitments covering approximately 26%, or $286, of anticipated natural gas usage through December 31, 2025 forone of its subsidiaries and approximately 31%, or $198, of anticipated electricity usage through December 31, 2025 forone of its subsidiaries. At September 30, 2024, the Corporation had purchase commitments covering approximately 3%, or $1,568, of anticipated natural gas usage through December 31, 2025 fortwo of its subsidiaries and approximately 9%, or $945 of anticipated electricity usage through December 31, 2025 fortwo of its subsidiaries. Purchases of natural gas and electricity under previously existing commitments equaled $756 and $2,841 for the three and nine months ended September 30, 2025, respectively, and $674 and $2,507 for thethree and nine months ended September 30, 2024, respectively.

The Corporation previously entered into foreign currency purchase contracts to manage the volatility associated with euro-denominated progress payments to be made for certain machinery and equipment. Upon occurrence of an anticipated purchase and placement of the underlying fixed asset in service, the foreign currency purchase contract was settled and the change in fair value of the foreign currency purchase contract was deferred in accumulated other comprehensive loss and is being reclassified to earnings (depreciation and amortization expense) over the life of the underlying asset (approximately 15 years, through 2026).

No portion of the existing cash flow hedges is considered to be ineffective, including any ineffectiveness arising from the unlikelihood of an anticipated transaction to occur. Additionally, no amounts have been excluded from assessing the effectiveness of a hedge. The Corporation does not enter into derivative transactions for speculative purposes and, therefore, holdsno derivative instruments for trading purposes.

Loss on foreign exchange transactions included in other income – net equaled$(57) and$(1,188) for the three and nine months ended September 30, 2025, respectively, and$(1,130) and$(1,320) for the three and nine months ended September 30, 2024, respectively.

The change in the fair value of the cash flow contracts is recorded as a component of accumulated other comprehensive loss. The balances as of September 30, 2025 and 2024 and the amounts recognized as and reclassified from accumulated other comprehensive loss for each of the periods are summarized below. Amounts are after tax where applicable. Certain amounts recognized as comprehensive (loss) income or reclassified from accumulated other comprehensive loss have no tax effect due to the Corporation having a valuation allowance recorded against the deferred income tax assets for the jurisdiction where the income or expense is recognized.

The change in fair value reclassified or expected to be reclassified from accumulated other comprehensive loss to earnings is summarized below. All amounts are pre-tax.

Note 14 – Fair Value

The Corporation’s financial assets and liabilities reported at fair value in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 were as follows:

The investments held as other noncurrent assets represent assets held in the “Rabbi” trust for the purpose of providing benefits under the non-qualified defined benefit pension plan. The fair value of the investments is based on quoted prices of the investments in active markets. The fair value of futures contracts is based on market quotations. The fair values of the variable-rate IRB debt and borrowings under the revolving credit facility and other debt facilities approximate their carrying values. Additionally, the fair values of trade receivables and trade payables approximate their carrying values.

Note 15 – Stock-Based Compensation

At September 30, 2025, the Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, as amended (the “Incentive Plan”), authorizes the issuance of up to 4,200,000 shares of the Corporation’s common stock for awards under the Incentive Plan. Awards under the Incentive Plan may include incentive stock options and non-qualified stock options, stock appreciation rights, restricted shares and restricted stock units, performance awards, other stock-based awards, or short-term cash incentive awards. If any award is canceled, terminates, expires, or lapses for any reason prior to the issuance of the shares, or if the shares are issued under the Incentive Plan and thereafter are forfeited to the Corporation, the shares subject to such awards and the forfeited shares will not count against the aggregate number of shares available under the Incentive Plan. Shares tendered or withheld to pay the option exercise price or tax withholding will continue to count against the aggregate number of shares of common stock available for grant under the Incentive Plan. Any shares repurchased by the Corporation with cash proceeds from the exercise of options will not be added back to the pool of shares available for grant under the Incentive Plan.

The Incentive Plan may be administered by the Board of Directors or the Compensation Committee of the Board of Directors. The Compensation Committee has the authority to determine, within the limits of the express provisions of the Incentive Plan, the individuals to whom the awards will be granted and the nature, amount and terms of such awards.

The Incentive Plan also provides for equity-based awards during any one year to non-employee members of the Board of Directors, based on the grant date fair value, not to exceed $200. The limit does not apply to shares received by a non-employee director at his or her election in lieu of the director’s retainer for board service. The restricted stock awards vest on the one-year anniversary of the grant date.

Stock-based compensation expense, including expense associated with equity-based awards granted to non-employee members of the Board of Directors, for the three and nine months ended September 30, 2025, equaled $334 and $972, respectively, and for the three and nine months ended September 30, 2024, equaled $372 and $1,106, respectively. The income tax benefit recognized in the condensed consolidated statements of operations was not significant due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the majority of the jurisdictions where the expense was recognized.

Note 16 – Litigation

The Corporation and its subsidiaries are involved in various claims and lawsuits incidental to their businesses from time to time and are also subject to asbestos litigation.

Asbestos Litigation

Claims have been asserted alleging personal injury from exposure to asbestos-containing components historically used in some products manufactured by predecessors of Air & Liquid (the “Asbestos Liability”). Air & Liquid, and in some cases the Corporation, are defendants (among a number of defendants, often in excess of 50 defendants) in claims filed in various state and federal courts.

Asbestos Claims

The following table reflects approximate information about the number of claims for the Asbestos Liability against Air & Liquid and the Corporation for thenine months ended September 30, 2025 and 2024 (number of claims not in thousands). The majority of the settlement and defense costs were reported and paid by insurance carriers. Because claims are often filed and can be settled or dismissed in large groups, the amount and timing of settlements, as well as the number of open claims, can fluctuate significantly from period to period.

(1)

Included as “total claims pending” areapproximately 1,637 and 1,638 claims at September 30, 2025 and 2024, respectively, classified in various jurisdictions as “inactive” or transferred to a state or federal judicial panel on multi-district litigation.

(2)

Administrative closures include (i) mesothelioma claims filed five or more years ago; (ii) non-mesothelioma claims filedsix or more years ago; (iii) claims previously classified in various jurisdictions as “inactive;” and (iv) claims transferred to a state or federal judicial panel on multi-district litigation.

(3)

Claims resolved do not include claims administratively closed.

Asbestos Insurance

The Corporation and Air & Liquid are parties to a series of settlement agreements (“Settlement Agreements”) with insurance carriers that have coverage obligations for the Asbestos Liability (the “Settling Insurers”). During the second quarter of 2024, the Corporation and Air & Liquid entered into a settlement agreement with a previously unsettled insurance carrier resulting in reimbursement of prior years' costs of approximately $1,756. Under the Settlement Agreements, the Settling Insurers accept financial responsibility, subject to the terms and conditions of the respective agreements, including overall coverage limits, for pending and future claims for the Asbestos Liability. The Settlement Agreements encompass the majority of insurance policies that provide coverage for claims associated with the Asbestos Liability.

The Settlement Agreements acknowledge Howden North America, Inc. (“Howden”) is entitled to coverage under policies covering the Asbestos Liability for claims arising out of the historical products manufactured or distributed by Buffalo Forge, a former subsidiary of the Corporation (the “Products”), which was acquired by Howden. The Settlement Agreements do not provide for any prioritization on access to the applicable policies or any sub-limits of liability as to Howden or the Corporation and Air & Liquid and, accordingly, Howden may access the coverage afforded by the Settling Insurers for any covered claim arising out of the Products. In general, access by Howden to the coverage afforded by the Settling Insurers for the Products will erode coverage under the Settlement Agreements available to the Corporation and Air & Liquid for the Asbestos Liability.

Asbestos Valuations

The Corporation, with the assistance of a nationally recognized expert in the valuation of asbestos liabilities, reviews the Asbestos Liability and the underlying assumptions on a regular basis to determine whether any adjustments to the Asbestos Liability or the underlying assumptions are necessary. When warranted, the Asbestos Liability is adjusted to consider current trends and new information that becomes available. In conjunction with the regular updates of the estimated Asbestos Liability, the Corporation also develops an estimate of defense costs expected to be incurred with settling the Asbestos Liability, probable insurance recoveries for the Asbestos Liability and defense costs.

In developing the estimate of probable defense costs, the Corporation considers several factors including, but not limited to, current and historical defense-to-indemnity cost ratios and expected defense-to-indemnity cost ratios. In developing the estimate of probable insurance recoveries, the Corporation considers the expert’s projection of settlement costs for the Asbestos Liability and management’s projection of associated defense costs. In addition, the Corporation consults with its outside legal counsel on insurance matters and a nationally recognized insurance consulting firm it retains to assist with certain policy allocation matters. The Corporation also considers a number of other factors including the Settlement Agreements in effect, policy exclusions, policy limits, policy provisions regarding coverage for defense costs, attachment points, gaps in the coverage, policy exhaustion, the nature of the underlying claims for the Asbestos Liability, estimated erosion of insurance limits on account of claims against Howden arising out of the Products, prior impairment of policies, insolvencies among certain of the insurance carriers, and creditworthiness of the remaining insurance carriers based on publicly available information. Based on these factors, the Corporation estimates the probable insurance recoveries for the Asbestos Liability and defense costs for the corresponding time frame of the Asbestos Liability.

The following table summarizes activity relating to the Asbestos Liability for thenine months ended September 30, 2025 and 2024.

The following table summarizes activity relating to insurance recoveries for thenine months ended September 30, 2025 and 2024, including the $1,756 reimbursement in 2024 of prior years' costs.

The insurance receivable does not assume any recovery from insolvent carriers. A substantial majority of the insurance recoveries deemed probable is from insurance companies rated A – (excellent) or better by A.M. Best Corporation. There can be no assurance, however, there will not be insolvencies among the relevant insurance carriers, or the assumed percentage recoveries for certain carriers will prove correct.

Asbestos Assumptions

The amounts recorded for the Asbestos Liability and insurance receivable rely on assumptions based on currently known facts and strategy. The Corporation’s actual expenses or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the Corporation’s or the experts’ calculations vary significantly from actual results. Key variables in these assumptions include the forecast of the population likely to have been exposed to asbestos; the number of people likely to develop an asbestos-related disease; the estimated number of people likely to file an asbestos-related injury claim against the Corporation or its subsidiaries; an analysis of pending cases, by type of injury claimed and jurisdiction where the claim is filed; average settlement value of claims, by type of injury claimed and jurisdiction of filing; the number and nature of new claims to be filed each year; the average cost of disposing of each new claim; the average annual defense costs; compliance by relevant parties with the terms of the Settlement Agreements; ability to reach acceptable agreements with insurance carriers currently not a party to a Settlement Agreement or at a coverage amount less than anticipated; and the solvency risk with respect to the relevant insurance carriers. Other factors that may affect the Asbestos Liability and ability to recover under the Corporation’s insurance policies include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, reforms that may be made by state and federal courts, and the passage of state or federal tort reform legislation.

The Corporation intends to continue to evaluate the Asbestos Liability, related insurance receivable, the sufficiency of its allowance for expected credit losses and the underlying assumptions on a regular basis to determine whether any adjustments to the estimates are required. Due to the uncertainties surrounding asbestos litigation and insurance recovery, these regular reviews may result in the Corporation adjusting its current reserve; however, the Corporation is currently unable to estimate such future adjustments. Adjustments, if any, to the Corporation’s estimate of the Asbestos Liability, insurance receivable and/or allowance for expected credit losses could be material to the operating results for the period in which the adjustments to the liability, receivable or allowance are recorded and to the Corporation’s condensed consolidated financial position, results of operations and liquidity.

Note 17 – Environm ental Matters

The Corporation is currently performing certain remedial actions in connection with the sale of real estate previously owned and periodically incurs costs to maintain compliance with environmental laws and regulations. Environmental exposures are difficult to assess and estimate for numerous reasons, including lack of reliable data, the multiplicity of possible solutions, the years of remedial and monitoring activity required, and identification of new sites. The undiscounted potential liability for remedial actions and environmental compliance measures approximated $100 at September 30, 2025 and December 31, 2024.

Note 18 – Related Parties

Åkers TISCO Roll Co., Ltd. (“ATR”), a 59.88% indirectly owned joint venture of UES, periodically has loans outstanding with its minority shareholder. No borrowings were outstanding as of September 30, 2025 or 2024. Loan activity for thenine months ended September 30, 2025 and 2024 was as follows:

Interest on borrowings accrues at thethree-to-five-year loan interest rate set by the People’s Bank of China, which approximated 4.35% for thenine months ended September 30, 2024. For the nine months ended September 30, 2024, ATR paid $2 (RMB 17) of interest. No interest was outstanding as of September 30, 2025 or December 31, 2024.

ATR has sales to and purchases from ATR’s minority shareholder and its affiliates and sales to a shareholder of one of the Corporation’s other joint ventures in China and its affiliates. These sales and purchases, which were in the ordinary course of business, for the three and nine months ended September 30, 2025 and 2024 were as follows:

Balances outstanding with ATR’s minority shareholder including its affiliates and the other joint venture’s shareholder and its affiliates as of September 30, 2025 and December 31, 2024 were as follows:

The manufacturing facilities of ATR are located on land leased by ATR from the other partner. The land lease commenced in 2007, the date the joint venture was formed, and continues through 2054, the expected end date of the joint venture, and includes variable lease payments based on the land standard price prevailing in Taiyuan, China, where the joint venture is located. Rent paid by ATR to the other partner approximated $31 (RMB 223) for each of thethree months ended September 30, 2025 and 2024 and $94 (RMB 669) for each of thenine months ended September 30, 2025 and 2024, which is included in purchases from related parties.

Note 19 – Business Segments

The FCEP segment produces forged hardened steel rolls, cast rolls and forged engineered products (“FEP”). Forged hardened steel rolls are used primarily in hot and cold rolling mills by producers of steel, aluminum and other metals. Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot strip mills, medium/heavy section mills, roughing mills, and plate mills. FEP principally are sold to customers in the steel distribution market, oil and gas industry and aluminum and plastic extrusion industries. The segment has operations in the United States, England, Sweden, and Slovenia and equity interests inthree joint venture companies in China. Collectively, the segment primarily competes with European, Asian and North American and South American companies in both domestic and foreign markets and distributes a significant portion of its products through sales offices located throughout the world.

The ALP segment includes Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid. Aerofin produces custom-engineered finned tube heat exchange coils and related heat transfer products for a variety of industries including original equipment manufacturers and commercial, nuclear power generation and industrial manufacturing. Buffalo Air Handling produces large custom-designed air handling systems for institutional (e.g., hospital, university), pharmaceutical and general industrial building markets. Buffalo Pumps manufactures centrifugal pumps for the fossil-fueled power generation, marine defense and industrial refrigeration industries. The segment has operations in Virginia and New York with headquarters in Carnegie, Pennsylvania. The segment utilizes an independent group of sales offices located throughout the United States and Canada.

Net sales by product line for thethree and nine months ended September 30, 2025 and 2024 are outlined below.

The accounting policies for each segment are the same as those described in Item 8, Financial Statements and Supplementary Data, in Part II of our Annual Report on Form 10-K for the year ended December 31, 2024. The Corporation's Chief Executive Officer is the Corporation’s CODM.

The Corporation measures each segment’s profitab ility based on (loss) income from operations, which excludes interest expense, other income and expense items and Corporate costs. Along with other measures, the CODM uses segment (loss) income from operations when assessing segment performance and when making decisions to allocate financial resources between segments, primarily through periodic budgeting and segment performance reviews.

Summarized financial information for the Corporation’s reportable segments is shown in the following tables.

(1)

The significant expense categories and amounts align with the segment-level information regularly provided to the CODM.

(2)

Cost of products sold (excluding depreciation and amortization) for the nine months ended September 30, 2025 includes employee-retention credits, which are refundable employer payroll taxes for certain eligible businesses affected by the COVID-19 pandemic received from the Internal Revenue Service (the “Employee-Retention Credits”) of $735 for the FCEP ($456) and ALP ($279) segments.

(3)

Corporate costs represent the operating expenses of the corporate office and other costs not allocated to the segments.

(4)

Other income - net includes net pension and other postretirement income, gains and losses on foreign exchange transactions, unrealized gains and losses on Rabbi trust investments, and investment income.

(5)

FCEP segment loss from operations for the three and nine months ended September 30, 2025 includes charges for severance, accelerated depreciation and other exit costs of$3,069 and$9,819, respectively, associated with exiting UES-UK and closing AUP.

(1)

Depreciation and amortization expense for the three and nine months ended September 30, 2025 includes accelerated depreciation of $2,407 and $3,061, respectively, associated with exiting UES-UK and closing AUP.

(2)

Identifiable assets for the FCEP segment include investments in joint ventures of $2,175 at September 30, 2025 and December 31, 2024. Identifiable assets for the ALP segment include asbestos-related insurance receivables of$124,947 and $139,295 at September 30, 2025 and December 31, 2024, respectively. Identifiable assets for Corporate represent cash and cash equivalents and other items not allocated to reportable segments.

(3)

Long-lived assets exclude deferred income tax assets. Long-lived assets in the U.S. include noncurrent asbestos-related insurance receivables of $109,947 and $124,295 at September 30, 2025 and December 31, 2024, respectively. Foreign long-lived assets primarily represent assets of the foreign operations.

(4)

Net sales are attributed to the geographic areas based on the location of the customer. Sales to individual foreign countries were less than 10% of consolidated net sales for each of the periods. The majority of foreign net sales for each of the periods is attributable to the FCEP segment.

(5)

Loss before income taxes for the U.S. for the three and nine months ended September 30, 2025 includes severance, accelerated depreciation and other exit costs approximating $816 associated with closing AUP and for thenine months ended September 30, 2025 includes Employee-Retention Credits of $735.

(6)

Loss before income taxes for foreign for the three and nine months ended September 30, 2025 includes charges for severance, accelerated depreciation and other exit costs of $2,253 and $9,003, respectively, associated with exiting UES-UK.