Ampco Pittsburgh (AP) executive reports RSU grant and tax-withholding share dispositions

Rhea-AI Filing Summary

Ampco Pittsburgh Corporation executive Samuel Lyon reported routine equity compensation activity. On May 15, 2026, he acquired 15,056 shares of common stock through a grant of restricted stock units under the company’s 2016 Omnibus Incentive Plan. These units vest in three equal annual installments beginning on the first anniversary of the grant date.

On the same date, a total of 27,927 shares of common stock were disposed of at $10.85 per share to cover tax liabilities tied to the vesting of 2023, 2024, 2025 restricted stock unit awards and performance-based restricted stock units. These F-code transactions are tax-withholding dispositions rather than open-market sales, and reflect standard handling of equity compensation.

Insights

Equity compensation and governance analyst

Routine RSU grant with tax withholding; no open‑market trading signal.

Reporting person Samuel Lyon, President of Union Electric at Ampco Pittsburgh, received a grant of 15,056 restricted stock units on May 15, 2026. The award was made under the company’s 2016 Omnibus Incentive Plan and vests in three equal annual installments, which is a typical multi-year retention structure.

The filing also shows 27,927 shares withheld at $10.85 per share to satisfy tax liabilities upon vesting of prior-year and performance-based RSUs. These F-code transactions are settlements with the issuer, not open-market sales, so they carry little informational value about Lyon’s view of the stock. Overall, this appears to be routine compensation-related activity with neutral impact on investors.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Lyon Samuel

Role President of Union Electric

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,029	$10.85	$33K
Tax Withholding	Common Stock	3,166	$10.85	$34K
Tax Withholding	Common Stock	3,547	$10.85	$38K
Tax Withholding	Common Stock	18,185	$10.85	$197K
Grant/Award	Common Stock	15,056	$0.00	--

Holdings After Transaction: Common Stock — 201,122 shares (Direct, null)

Footnotes (1)

1. Represents the payment of tax liability by withholding shares incident to the vesting of the 2023 grant of Restricted Stock Units. Represents the payment of tax liability by withholding shares incident to the vesting of the 2024 grant of Restricted Stock Units. Represents the payment of tax liability by withholding shares incident to the vesting of the 2025 grant of Restricted Stock Units. Represents the payment of tax liability by withholding shares incident to the vesting of the performance-based restricted stock units. Represents a grant of restricted stock units under the Ampco-Pittsburgh Corporation ("Company") 2016 Omnibus Incentive Plan, as amended and restated as of May 8, 2025. Each restricted stock unit represents the contingent right to receive upon vesting of the unit, one share of the Company's common stock. Restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.

Key Figures

RSU grant size: 15,056 shares Tax-withholding shares: 27,927 shares Withholding price: $10.85 per share +2 more

5 metrics

RSU grant size 15,056 shares Restricted stock units granted on May 15, 2026

Tax-withholding shares 27,927 shares Shares withheld to cover tax liabilities on RSU vesting

Withholding price $10.85 per share Valuation for F-code tax-withholding dispositions

Transaction count 5 transactions One RSU grant and four tax-withholding dispositions

Tax-withholding entries 4 transactions F-code dispositions for RSU-related tax liabilities

Key Terms

Restricted Stock Units, performance-based restricted stock units, tax liability, 2016 Omnibus Incentive Plan, +1 more

5 terms

Restricted Stock Units financial

"Represents a grant of restricted stock units under the Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based restricted stock units financial

"vesting of the performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

tax liability financial

"Represents the payment of tax liability by withholding shares incident to the vesting"

2016 Omnibus Incentive Plan financial

"under the Ampco-Pittsburgh Corporation ("Company") 2016 Omnibus Incentive Plan, as amended and restated as of May 8, 2025"

Grant, award, or other acquisition regulatory

"transaction code description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lyon Samuel

(Last) (First) (Middle)

726 BELL AVENUE

SUITE 301

(Street)

CARNEGIE PENNSYLVANIA 15106

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AMPCO PITTSBURGH CORP [ AP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President of Union Electric

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		F		3,029	D(1)	$10.85	201,122	D
Common Stock	05/15/2026		F		3,166	D(2)	$10.85	197,956	D
Common Stock	05/15/2026		F		3,547	D(3)	$10.85	194,409	D
Common Stock	05/15/2026		F		18,185	D(4)	$10.85	176,224	D
Common Stock	05/15/2026		A		15,056(5)	A	$0	191,280	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the payment of tax liability by withholding shares incident to the vesting of the 2023 grant of Restricted Stock Units.

2. Represents the payment of tax liability by withholding shares incident to the vesting of the 2024 grant of Restricted Stock Units.

3. Represents the payment of tax liability by withholding shares incident to the vesting of the 2025 grant of Restricted Stock Units.

4. Represents the payment of tax liability by withholding shares incident to the vesting of the performance-based restricted stock units.

5. Represents a grant of restricted stock units under the Ampco-Pittsburgh Corporation ("Company") 2016 Omnibus Incentive Plan, as amended and restated as of May 8, 2025. Each restricted stock unit represents the contingent right to receive upon vesting of the unit, one share of the Company's common stock. Restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.

	Kimberly P. Knox, attorney-in-fact	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Samuel Lyon report at Ampco Pittsburgh (AP)?

Samuel Lyon reported receiving a grant of 15,056 restricted stock units on May 15, 2026. The same Form 4 shows share dispositions used to cover tax liabilities tied to previously granted and performance-based restricted stock units, all involving Ampco Pittsburgh common stock.

How many Ampco Pittsburgh shares were granted to Samuel Lyon in this Form 4?

The Form 4 reports a grant of 15,056 restricted stock units to Samuel Lyon. Each unit represents the contingent right to receive one share of Ampco Pittsburgh common stock upon vesting, subject to the schedule and conditions in the company’s 2016 Omnibus Incentive Plan.

Why were 27,927 Ampco Pittsburgh shares disposed of in Samuel Lyon’s filing?

The 27,927 shares were withheld to pay tax liabilities triggered by vesting of prior restricted stock unit awards. Footnotes explain they relate to 2023, 2024, 2025 grants and performance-based RSUs, and reflect tax-withholding dispositions rather than open-market sales of Ampco Pittsburgh shares.

At what price were the tax-withholding Ampco Pittsburgh shares valued in the Form 4?

The shares used for tax-withholding dispositions were valued at $10.85 per share. This price applies to the 27,927 shares withheld to satisfy tax obligations upon vesting of various restricted stock unit awards reported in the Form 4 for Ampco Pittsburgh common stock.

How do the new restricted stock units for Samuel Lyon vest at Ampco Pittsburgh?

The new restricted stock units vest in three equal annual installments starting on the first anniversary of the grant date. Each vested unit entitles Samuel Lyon to receive one share of Ampco Pittsburgh common stock, subject to the terms of the 2016 Omnibus Incentive Plan.

Does Samuel Lyon’s Form 4 indicate open-market buying or selling of Ampco Pittsburgh stock?

The Form 4 does not show open-market buying or selling. It records a restricted stock unit grant and F-code tax-withholding dispositions, where shares are withheld to cover tax liabilities related to vesting equity awards, rather than being traded in the open market.