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AMPCO PITTSBURGH CORP

For the period ended May 8, 2026. Filed Mar 27, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 8, 2026 · Filed Mar 27, 2026

AP$5.89-1.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Ampco–Pittsburgh Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD FRIDAY, MAY 8, 2026

TO THE SHAREHOLDERS OF

AMPCO-PITTSBURGH CORPORATION

Notice is hereby given that the Annual Meeting of Shareholders of Ampco-Pittsburgh Corporation (“Ampco” or the “Corporation”) will be held in the Founders Room, 1st Floor, The Duquesne Club, 325 Sixth Avenue, Pittsburgh, Pennsylvania, at 10:00 A.M., Eastern Time on Friday, May 8, 2026, for the following purposes:

to elect two directors for a term that expires in 2029;

to hold a non-binding advisory vote to approve the compensation of our named executive officers;

to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for 2026; and

to transact such other business as may properly come before the meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting. The Board unanimously recommends that shareholders vote “FOR” both of the nominees for director named in the accompanying Proxy Statement and “FOR” each of Proposals 2 and 3 on the enclosed proxy card.

Only shareholders of record at the close of business on March 12, 2026 are entitled to notice of and to vote at the meeting and any adjournment or postponement thereof. The Annual Meeting may be adjourned or postponed from time to time. At any adjourned or postponed meeting, action with respect to matters specified in this notice may be taken without further notice to shareholders, unless required by law or the Corporation’s Amended and Restated By-laws (the “Bylaws”).

All shareholders are cordially invited to attend the Annual Meeting. Whether or not you expect to attend, we encourage you to submit your proxy as soon as possible using one of three convenient methods by (i) accessing the internet site described in the accompanying proxy statement and on the proxy card or voting instruction form provided to you, (ii) calling the toll-free number in the accompanying proxy statement and on the proxy card or voting instruction form provided to you, or (iii) completing, signing, dating and returning the enclosed proxy card promptly in the accompanying envelope, which requires no postage if mailed in the United States, or voting instruction form provided to you.

If your broker, bank, trustee or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive a voting instruction form from the holder of record. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted. We recommend that you instruct your broker or other nominee to vote your shares on the enclosed proxy card. The proxy is revocable and will not affect your right to vote in person if you attend the Annual Meeting.

The Board, including all of its independent directors, unanimously recommends that you vote on the Proxy Card or voting instruction form “FOR” the election of Mr. J. Brett McBrayer and Mr. Darrell L. McNair.

If you are unable to attend the Annual Meeting, a replay of the meeting will be available onwww.ampcopgh.com/investors.

Regardless of the number of shares of Common Stock of the Corporation that you own, your vote is important. Thank you for your continued support, interest and investment in Ampco-Pittsburgh Corporation.

BY ORDER OF THE BOARD OF DIRECTORS

Kimberly P. Knox,

Corporate Secretary

Pittsburgh, Pennsylvania

March 27, 2026

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Shareholders to Be Held on Friday, May 8, 2026

The proxy statement and the annual report of the Corporation are available at

http://www.ampcopgh.com/investors

For those requesting physical copies of our Annual Report for the year ending December 31, 2025, please mail such request to:

Ampco-Pittsburgh Corporation

c/o Corporate Secretary

726 Bell Avenue, Suite 301

P.O. Box 457

Carnegie, PA 15106

All shareholders are cordially invited to attend the Annual Meeting in person. Your vote is important, and, whether or not you expect to attend the Annual Meeting in person, it is requested that you PROMPTLY fill in, sign, and return the enclosed proxy card or follow the internet or telephone voting instructions included in the accompanying proxy statement and on the proxy card.

TABLE OF CONTENTS

Proxy Statement2
Proxy Summary3
Questions And Answers Regarding The Annual Meeting6
Election Of Directors12
Summary Of Director Attributes And Skills12
Board Of Directors’ Nominees13
Nominees For Director Whose Term Of Office Expires In 202913
Continuing Directors Whose Term Of Office Expires In 202814
Continuing Directors Whose Term Of Office Expires In 202715
Process Of Evaluation Of Director Candidates16
Director Compensation16
Director Fees16
2025 Director Compensation17
Directors’ Alignment With Shareholders; Stock Ownership Guidelines18
Corporate Governance19
Corporate Governance Summary19
Board Independence20
Leadership Structure21
Director Nominating Procedures21
Director Terms21
Voting For Directors22
Board’s Role In Risk Oversight22
Executive Sessions22
Communications With Directors22
Annual Meeting Attendance22
Board Committees23
Summary23
Audit Committee23
Compensation Committee24
Executive Committee24
Nominating And Governance Committee24
Security Ownership Of Certain Beneficial Owners And Management25
Beneficial Ownership Of More Than Five Percent25
Director And Executive Officer Stock Ownership26
Non-Binding, Advisory Vote On Compensation Of Our Named Executive Officers (Proposal 2)27
Compensation Discussion And Analysis (“CD&A”)28
Executive Compensation Overview28
2025 Highlights28
Key Features Of Our Executive Compensation Program29
2025 Compensation Objectives31
2025 Compensation Decisions31
Other Compensation Practices And Policies38
Summary Compensation Table40
Outstanding Equity Awards At Fiscal Year-End41
Potential Payments Upon Termination, Resignation Or Change In Control42
Report Of The Compensation Committee44
Certain Relationships And Related Transactions45
Report Of The Audit Committee45
Ratification Of The Appointment of BDO USA, P.C. As The Independent Registered Public Accounting For 2026 (Proposal 3)47
Equity Compensation Plan Information48
Pay Versus Performance49
Delinquent Section 16(a) Reports51
Shareholder Proposals and Nominations For 2027 Annual Meeting52
Householding Of Proxy Materials52
References to Our Website Address52
Incorporation By Reference52
Other Matters52
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.