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AMPCO PITTSBURGH CORP

For the period ended Dec 31, 2025. Filed Mar 16, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 16, 2026

AP$6.80+13.3%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 8. Financial Statements and Supplementary Data

December 31,
(in thousands, except par value)20252024
Assets
Current assets:
Cash and cash equivalents$10,703$15,427
Receivables, less allowance for credit losses of $242 in 2025 and $906 in 202478,98170,611
Receivables from related parties2,3901,839
Inventories104,431116,761
Insurance receivable – asbestos19,00015,000
Contract assets9,7908,486
Estimated recovery - UES-UK (Note 2)7,500—
Other current assets6,8258,663
Total current assets239,620236,787
Property, plant and equipment, net129,133148,056
Operating lease right-of-use assets, net4,6734,592
Insurance receivable – asbestos, less allowance for credit losses of $537 in 2025 and $656 in 2024107,838124,295
Deferred income tax assets3,8982,851
Intangible assets, net4,6314,255
Investments in joint ventures8352,175
Prepaid pensions—3,652
Other noncurrent assets4,7274,233
Total assets$495,355$530,896
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable$46,268$36,310
Accounts payable to related parties1,827411
Accrued payrolls and employee benefits13,35717,104
Debt – current portion15,72312,186
Operating lease liabilities – current portion946878
Asbestos liability – current portion28,00024,000
Customer-related liabilities16,52225,608
Other current liabilities7,8168,719
Total current liabilities130,459125,216
Employee benefit obligations21,84128,204
Asbestos liability170,332183,092
Long-term debt117,903116,394
Noncurrent operating lease liabilities3,7273,714
Deferred income tax liabilities326450
Other noncurrent liabilities2,8042,735
Total liabilities447,392459,805
Commitments and contingent liabilities (Note 13)
Shareholders’ equity:
Common stock – par value $1; authorized 40,000 shares; issued and outstanding 20,237 shares at December 31, 2025 and 19,980 shares at December 31, 202420,23719,980
Additional paid-in capital179,232178,298
Retained deficit(138,626)(72,559)
Accumulated other comprehensive loss(28,204)(66,836)
Total Ampco-Pittsburgh shareholders’ equity32,63958,883
Noncontrolling interest15,32412,208
Total shareholders’ equity47,96371,091
Total liabilities and shareholders’ equity$495,355$530,896
For The Years Ended December 31,
(in thousands, except per share amounts)20252024
Net sales:
Net sales$416,280$402,799
Net sales to related parties17,88615,506
Total net sales434,166418,305
Operating costs and expenses:
Costs of products sold (excluding depreciation and amortization)354,204336,809
Selling and administrative52,12554,878
Depreciation and amortization21,78518,611
Charge (credit) for asbestos-related costs, net12,352(4,184)
Deconsolidation Charge (Note 2)41,424—
Severance charge (Note 2)6,266—
Loss on disposal of assets48922
Total operating costs and expenses488,645406,136
(Loss) income from operations(54,479)12,169
Other expense:
Interest expense(11,369)(11,620)
Other income – net2,4264,497
Total other expense - net(8,943)(7,123)
(Loss) income before income taxes(63,422)5,046
Income tax provision(120)(2,695)
Net (loss) income(63,542)2,351
Less: Net income attributable to noncontrolling interest2,5251,913
Net (loss) income attributable to Ampco-Pittsburgh$(66,067)$438
Net (loss) income per share attributable to Ampco-Pittsburgh common shareholders:
Basic$(3.28)$0.02
Diluted$(3.28)$0.02
Weighted-average number of common shares outstanding:
Basic20,13919,887
Diluted20,13919,887

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For The Years Ended December 31,
(in thousands)20252024
Net (loss) income$(63,542)$2,351
Other comprehensive income (loss), net of income tax where applicable:
Adjustments for changes in:
Foreign currency translation10,580(4,530)
Unrecognized employee benefit costs (including effects of foreign currency translation)(2,300)1,359
Fair value of cash flow hedges901(40)
Reclassification adjustments for items included in net (loss) income:
Deconsolidation of UES-UK31,488—
Amortization of unrecognized employee benefit costs(763)(725)
Settlement of cash flow hedges(683)(248)
Other comprehensive income (loss)39,223(4,184)
Comprehensive loss(24,319)(1,833)
Less: Comprehensive income attributable to noncontrolling interest3,1161,576
Comprehensive loss attributable to Ampco-Pittsburgh$(27,435)$(3,409)

CONSOLIDATED STATEMENTSOF SHAREHOLDERS’ EQUITY

(in thousands) · CommonStock · AdditionalPaid-inCapital · RetainedDeficit · AccumulatedOtherComprehensiveLoss · NoncontrollingInterest · Total
Balance January 1, 2024$19,729$177,196$(72,997)$(62,989)$10,632$71,571
Stock-based compensation1,4781,478
Comprehensive income (loss):
Net income4381,9132,351
Other comprehensive loss(3,847)(337)(4,184)
Comprehensive income (loss)1,576(1,833)
Issuance of common stock including excess tax benefits of $0251(376)(125)
Balance December 31, 202419,980178,298(72,559)(66,836)12,20871,091
Stock-based compensation1,3511,351
Comprehensive income (loss):
Net (loss) income(66,067)2,525(63,542)
Other comprehensive income38,63259139,223
Comprehensive income (loss)3,116(24,319)
Shareholder exercise of warrants31518
Issuance of common stock including excess tax benefits of $0254(432)(178)
Balance December 31, 2025$20,237$179,232$(138,626)$(28,204)$15,324$47,963
For The Years Ended December 31,
(in thousands)20252024
Cash flows from operating activities:
Net (loss) income$(63,542)$2,351
Adjustments to reconcile net (loss) income from operations to net cash flows from operating activities:
Deconsolidation Charge41,424—
Non-cash severance charge5,907—
Depreciation and amortization21,78518,611
Charge (credit) for asbestos-related costs, net12,352(4,101)
Deferred income tax (benefit) provision(1,211)259
Difference between net periodic pension and other postretirement costs and contributions(7,225)(11,434)
Stock-based compensation1,3511,478
Non-cash (benefit) provisions – net(975)253
Sale-leaseback accretion1,2531,254
Loss on disposal of assets48922
Other – net743421
Changes in assets/liabilities:
Receivables(7,376)6,148
Inventories7,3664,762
Contract assets(2,109)(4,150)
Other assets(107)(3,248)
Insurance receivable – asbestos19,09918,037
Asbestos liability(27,753)(24,574)
Accounts payable11,378(104)
Accrued payrolls and employee benefits(3,315)2,859
Customer-related liabilities(7,991)6,169
Other liabilities(199)3,015
Net cash flows provided by operating activities1,34418,028
Cash flows from investing activities:
Purchases of property, plant and equipment(9,405)(12,194)
Proceeds from government grants, for purchase of equipment2,5473,301
Deconsolidation of UES-UK cash on hand(3,189)—
Proceeds from sale of property, plant and equipment20710
Purchases of long-term marketable securities(48)(372)
Proceeds from sale of long-term marketable securities6641,010
Net cash flows used in investing activities(9,224)(8,245)
Cash flows from financing activities:
Proceeds from Equipment Term Notes13,500—
Proceeds from revolving credit facility37,63723,964
Payments on revolving credit facility(41,418)(23,964)
Repayment of debt principal(6,633)(2,381)
Proceeds from equipment financing facility—1,692
Repayment of related-party debt—(664)
Payment of debt issuance costs(891)—
Proceeds from shareholder exercise of warrants18—
Net cash flows provided by (used in) financing activities2,213(1,353)
Effect of exchange rate changes on cash and cash equivalents943(289)
Net (decrease) increase in cash and cash equivalents(4,724)8,141
Cash and cash equivalents at beginning of year15,4277,286
Cash and cash equivalents at end of year$10,703$15,427
Supplemental disclosures of cash flow information:
Income tax payments (net of refunds)$1,817$2,511
Interest payments (net of amounts capitalized)$9,761$10,167
Non-cash investing and financing activities:
Purchases of property, plant and equipment in accounts payable$2,269$1,083
Finance lease right-of-use assets exchanged for lease liabilities$499$148
Operating lease right-of-use assets exchanged for lease liabilities$737$694

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Description of Business

Ampco-Pittsburgh Corporation and its subsidiaries (collectively, the “Corporation”) manufacture and sell highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. It operates intwo business segments: the Forged and Cast Engineered Products (“FCEP”) segment and the Air and Liquid Processing (“ALP”) segment. This segment presentation is consistent with how the Corporation’s chief operating decision maker evaluates financial performance and makes resource allocation and strategic decisions about the business. See Note 24.

In February 2025, Union Electric Steel UK Limited (“UES-UK”), an indirect wholly owned subsidiary of the Corporation, entered into a formal consultation process with its unions and staff to evaluate various options to improve its profitability. The U.K. operations had been impacted by unpredictable and high energy costs compared to its foreign competitors, lower demand for its products manufactured in the U.K., and increased imports of rolls and flat rolled steel into Europe from low-cost countries. UES-UK completed its formal consultation process in the second quarter of 2025 and, in light of UES-UK's historical performance and management's outlook for the remainder of 2025 and subsequent years, decided to exit its operations.

On October 14, 2025, (the “Filing Date”), the Directors of UES-UK filed a Notice of Appointment with the High Court of Justice, Business and Property Courts at Leeds (the “Insolvency Court”) formally appointing certain insolvency practitioners of FRP Advisory Trading Limited (“FRP”) as administrators of UES-UK (collectively, the “Administrators”). This action was confined to UES-UK exclusively and did not affect the Corporation or any of its other subsidiaries. As of the Filing Date, UES-UK was in administration and its affairs, business and property were being managed by the Administrators (the “Structured Insolvency”). The Administrators have set out their proposals to UES-UK’s creditors which include an orderly wind-down of UES-UK’s financial affairs and sale of its assets. Through October 13, 2025, the date immediately prior to the Filing Date, the operating results of UES-UK are included in the consolidated operating results of the Corporation. Effective as of the Filing Date, the Corporation no longer consolidates the operating results of UES-UK, as the Corporation no longer has decision-making control over UES-UK.

In addition, during 2025, the Corporation closed its non-core steel distribution facility located in Ohio held by Alloys Unlimited and Processing, LLC (“AUP”).

See Note 2.

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