AMPCO PITTSBURGH CORP

Overview of the Business

Ampco-Pittsburgh Corporation (the “Corporation”) manufactures and sells 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 (“CODM”) evaluates financial performance and makes resource allocation and strategic decisions about the business (Note 18).

Note 1 – Unaudited Condensed Consolidated Financial Statements

The unaudited condensed consolidated balance sheet as of June 30, 2026 and the unaudited condensed consolidated statements of operations, comprehensive income (loss) and shareholders’ equity for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 30, 2026 and 2025, have been prepared by the Corporation. In the opinion of management, all adjustments, consisting of only normal and recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented, have been made. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the operating results expected for the full year.

Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Corporation’s latest Annual Report on Form 10-K.

Recently Adopted Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles - Goodwill and Other - Internal-Use Software - Targeted Improvements to the Accounting for Internal-Use Software. The guidance modifies when an organization begins capitalizing internal use software costs. The Corporation adopted the standard January 1, 2026. ASU 2025-06 did not have a material effect on the Corporation's condensed consolidated financial statements as of the date of adoption.

Recently Issued Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities. ASU 2025-10 provides authoritative guidance about the recognition, measurement, and presentation of a grant received by a business entity from a government, including a grant related to an asset that is conditioned on the purchase, construction, or acquisition of an asset such as a long-lived asset. The guidance becomes effective for the Corporation's annual period beginning January 1, 2029, with early adoption permitted. The Corporation is currently evaluating the impact this new standard will have on its consolidated financial position, results of operations and cash flows.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Disaggregation of Income Statement Expenses. The guidance requires tabular disclosure of certain expenses included in costs of products sold and selling and administrative expenses, such as purchases of inventory and employee compensation, and qualitative description of certain other costs. The guidance becomes effective for the Corporation’s annual period beginning January 1, 2027 and interim periods beginning January 1, 2028. The Corporation is currently evaluating the impact this new standard will have on its annual disclosures in its consolidated financial statements for the year ending December 31, 2027 and interim disclosures thereafter. It will not, however, impact the Corporation’s consolidated financial position, results of operations or cash flows.

Note 2 -UES-UK

On October 14, 2025 (the “Filing Date”), the Directors of Union Electric Steel UK Limited (“UES-UK”), an indirect wholly owned subsidiary of the Corporation, filed a Notice of Appointment with the High Court of Justice, Business and Property Courts at Leeds formally appointing certain insolvency practitioners of FRP Advisory Trading Limited 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”).

Through October 13, 2025, the date immediately prior to the Filing Date, the operating results of UES-UK are included in the condensed 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. As of the Filing Date, the Corporation (i) wrote down its investment in UES-UK to its estimated fair value; (ii) recognized the other comprehensive losses of UES-UK deferred in accumulated other comprehensive loss; and (iii) established an estimated recovery for the amount of funds expected to be returned to the lenders under the Corporation's Second Amended and Restated Revolving Credit, Term Loan and Security Agreement (the “Credit Agreement”) after the costs and expenses of the Structured Insolvency, if any, since the accounts receivables, inventories, and equipment of UES-UK were held as collateral under the Credit Agreement (the “Estimated Recovery”).

As of December 31, 2025, the Estimated Recovery equaled $7,500. In January 2026, the Administrators distributed $1,255 to the Corporation, which was returned to the lenders under the Credit Agreement reducing the Corporation's balance outstanding under the Credit Agreement. Based on updated information received from the Administrators, including lower funds expected to be available for future distributions, the Corporation subsequently wrote down the Estimated Recovery by $875 which is recognized as a Deconsolidation Charge in the accompanying condensed consolidated statements of operations for thesix months ended June 30, 2026.

Changes in the Estimated Recovery for thethree and six months ended June 30, 2026 were as follows:

The Estimated Recovery is recorded as a current asset on the condensed consolidated balance sheets as the Corporation expects to receive the balance within the next 12 months. However, there can be no assurance the balance will be collected within the next 12 months given the inherent risks associated with any insolvency, including a structured insolvency.

The Corporation will continue to evaluate the collectability of the Estimated Recovery and will adjust the Estimated Recovery based on facts and circumstances at each reporting date. If it is determined the Estimated Recovery is expected to be lower than currently estimated, then the Estimated Recovery would be reduced and a charge to net income would be recorded. Similarly, if it is determined the Estimated Recovery is expected to be higher than currently estimated, then the Estimated Recovery would be increased and a credit to net income would be recorded. Any recovery will be distributed in the order of priority set forth in the Insolvency Act 1986.

For the three and six months ended June 30, 2025, the Corporation recognized estimated charges approximating $6,750, primarily for employee-related costs payable to the employees of UES-UK under existing benefit plans and accelerated depreciation from reducing the estimated remaining useful lives and revising the estimated residual values of the property, plant and equipment of UES-UK (collectively, the "Exit Charge").

The Exit Charge included in the condensed consolidated statement of operations for thethree and six months ended June 30, 2025 is comprised of the following:

The charge for employee-related costs primarily represented statutory severance and other benefits payable to the approximately 168 employees of UES-UK under existing benefit plans. Accelerated depreciation is a non-cash charge and represented higher depreciation expense resulting from reducing the estimated remaining useful lives and revising the estimated residual value of the property, plant and equipment of UES-UK. Professional fees represent direct costs incurred relating to the formal consultation process of UES-UK. As a result of the Structured Insolvency, no outstanding accrued severance remained as of December 31, 2025.

Note 3 – Inven tories

At June 30, 2026 and December 31, 2025, substantially all inventories were valued using the first-in, first-out method. Inventories were comprised of the following:

Note 4 – Contract Assets

Changes in contract assets were comprised of the following:

Note 5 – Property, Plant and Equipment

Property, plant and equipment were comprised of the following:

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

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Certain of the machinery and equipment with a book value equal to approximately $24,239 at June 30, 2026, purchased with proceeds from the equipment finance facility (Note 8), are held as collateral for the equipment financing facility.

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Certain land and land improvements and buildings and leasehold improvements with a book value equal to approximately $55,656 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 transactions, the assets remain recorded on the Corporation’s condensed consolidated balance sheets.

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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 approximated $3,504 and $1,920, respectively, as of June 30, 2026 and $3,795 and $1,966, respectively, at December 31, 2025.

Depreciation expense approximated $4,172 and $5,280, including depreciation of assets under finance leases of approximately $98 and $79, for thethree months ended June 30, 2026 and 2025, respectively. Depreciation expense approximated $8,372 and $9,830, including depreciation of assets under finance leases of approximately $192 and $156 for thesix months ended June 30, 2026 and 2025, respectively.

Note 6 – Intangible Assets

Intangible assets were comprised of the following:

The trade name is an indefinite-lived asset and, accordingly, is not subject to amortization. The fluctuation between the periods is due to changes in foreign currency exchange rates. Changes in intangible assets consisted of the following:

Note 7– Customer-Related Liabilities

Customer-related liabilities as of June 30, 2026 and December 31, 2025 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: