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Ampco Pittsburgh (NYSE: AP) CEO awarded 41,060 RSUs; 72,397 shares withheld for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ampco Pittsburgh Corp Chief Executive Officer Brett McBrayer reported equity compensation activity and related tax withholding. He received a grant of 41,060 restricted stock units under the company’s 2016 Omnibus Incentive Plan, which vest in three equal annual installments beginning on the first anniversary of the grant date.

On the same date, a total of 72,397 shares of common stock were withheld at $10.85 per share to cover tax liabilities tied to vesting of prior awards, including 2023, 2024, 2025 grants of Restricted Stock Units and performance-based restricted stock units. These tax-withholding dispositions were not open-market sales.

Positive

  • None.

Negative

  • None.
Insider McBrayer Brett
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Common Stock 9,396 $10.85 $102K
Tax Withholding Common Stock 8,568 $10.85 $93K
Tax Withholding Common Stock 7,777 $10.85 $84K
Tax Withholding Common Stock 46,656 $10.85 $506K
Grant/Award Common Stock 41,060 $0.00 --
Holdings After Transaction: Common Stock — 576,335 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.
RSU grant size 41,060 units Restricted stock units granted to CEO Brett McBrayer
Tax-withholding shares 72,397 shares Shares withheld to pay tax liabilities on vesting awards
Withholding price $10.85 per share Price used for tax-withholding dispositions
Tax-withholding transactions 4 transactions Count of F-code tax-withholding entries on Form 4
Restricted Stock Units financial
"Represents the payment of tax liability by withholding shares incident to the vesting of the 2023 grant of Restricted Stock Units."
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
"Represents the payment of tax liability by withholding shares incident to the 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 of the 2024 grant of Restricted Stock Units."
withholding shares financial
"Represents the payment of tax liability by withholding shares incident to the vesting of the 2025 grant of Restricted Stock Units."
2016 Omnibus Incentive Plan financial
"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."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
McBrayer Brett
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026F9,396D(1)$10.85576,335D
Common Stock05/15/2026F8,568D(2)$10.85567,767D
Common Stock05/15/2026F7,777D(3)$10.85559,990D
Common Stock05/15/2026F46,656D(4)$10.85513,334D
Common Stock05/15/2026A41,060(5)A$0554,394D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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-fact05/19/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Ampco Pittsburgh (AP) CEO Brett McBrayer report?

Brett McBrayer reported a grant of 41,060 restricted stock units and tax-withholding dispositions of 72,397 common shares. The withheld shares covered tax liabilities from vesting of prior restricted stock and performance-based awards, not open-market buying or selling.

Was the Ampco Pittsburgh (AP) CEO’s Form 4 a stock sale in the market?

No, the Form 4 shows tax-withholding dispositions, not market sales. Shares were withheld at $10.85 per share to pay tax liabilities when restricted stock and performance-based units vested, which is a standard, non-discretionary administrative mechanism.

How many restricted stock units did the Ampco Pittsburgh (AP) CEO receive?

Brett McBrayer received 41,060 restricted stock units under Ampco Pittsburgh’s 2016 Omnibus Incentive Plan. Each unit represents the right to receive one share of common stock upon vesting, in three equal annual installments starting one year after the grant date.

What price was used for the Ampco Pittsburgh (AP) CEO’s tax-withholding transactions?

The tax-withholding dispositions were recorded at $10.85 per share. This price was applied to 72,397 withheld shares to satisfy tax liabilities triggered by vesting of restricted stock unit grants and performance-based restricted stock units awarded in various years.

Which awards triggered tax withholding for Ampco Pittsburgh (AP) CEO Brett McBrayer?

Tax withholding related to vesting of 2023, 2024, and 2025 grants of Restricted Stock Units, plus performance-based restricted stock units. For each vesting event, shares of common stock were withheld instead of cash to cover the associated tax obligations.

How do the new restricted stock units for Ampco Pittsburgh (AP) CEO vest?

The new restricted stock units vest in three equal annual installments. Vesting begins on the first anniversary of the grant date, with each vested unit delivering one share of Ampco Pittsburgh common stock, assuming continued satisfaction of plan and award conditions.