AMPCO PITTSBURGH CORP SEC Filings

Fessenden Elizabeth Anne reported acquisition or exercise transactions in this Form 4 filing.

Ampco-Pittsburgh Corporation director Elizabeth Anne Fessenden received a grant of 7,374 shares of restricted common stock as compensation. The award was granted under the Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, as amended and restated May 8, 2025.

These restricted shares vest on the first anniversary of the grant date, meaning she will fully earn them after one year of continued service. Following this grant, Fessenden directly holds a total of 126,704 shares of Ampco-Pittsburgh common stock, indicating this is a routine equity compensation award rather than an open-market purchase.

DeMichiei Robert reported acquisition or exercise transactions in this Form 4 filing.

Ampco-Pittsburgh Corporation director Robert DeMichiei received a grant of 7,374 shares of Common Stock as restricted stock under the company’s 2016 Omnibus Incentive Plan. The award was granted at no cash price and is reported as directly owned.

Following this grant, DeMichiei holds 85,559 shares of Ampco-Pittsburgh Common Stock. According to the disclosure, these restricted stock shares will vest on the first anniversary of the grant date, tying part of his compensation to continued service and future company performance.

Ampco-Pittsburgh Corporation reported mixed first quarter 2026 results. Net sales rose 3.9% to $108.3 million from $104.3 million, but the company swung to a net loss attributable to Ampco of $0.9 million, or $0.04 per share, versus net income of $1.1 million, or $0.06 per share, a year earlier.

Adjusted EBITDA was $8.0 million, down from $8.8 million, with the margin easing to 7.4%. Air and Liquid Processing drove growth, with net sales up 17.3% to $37.5 million and record adjusted operating income of $5.7 million, while Forged and Cast Engineered Products net sales slipped 2% to $70.8 million and adjusted operating income declined to $5.7 million. Backlog increased sequentially by $16.6 million to $345.5 million, and operating cash flow improved to $1.7 million, though Free Cash Flow remained negative at $(1.7) million and net debt was $124.9 million.

Ampco-Pittsburgh Corporation reported higher sales but a small loss for the quarter ended March 31, 2026. Total net sales rose to $108,327 from $104,265 a year earlier, driven mainly by strong growth in the Air and Liquid Processing (ALP) segment, where sales increased to $37,518 from $31,978. Forged and Cast Engineered Products (FCEP) sales declined slightly to $70,809 from $72,287.

Income from operations fell to $2,562 from $3,850, reflecting weaker FCEP margins, unfavorable manufacturing absorption and an $875 deconsolidation charge tied to the UES-UK insolvency. After interest and taxes, Ampco-Pittsburgh posted a net loss attributable to common shareholders of $(867), or $(0.04) per share, compared with net income of $1,142, or $0.06 per share, in the prior year period. Backlog increased to $345,532, supported by a strong ALP order book, while total debt stood at $134,095 and the asbestos liability remained significant at $192,969.

Ampco-Pittsburgh Corporation reported the results of its annual shareholder meeting held on May 8, 2026. Shareholders elected directors J. Brett McBrayer and Darrell L. McNair to terms expiring in 2029, with 10,903,236 and 9,614,803 votes in favor, respectively, and broker non-votes recorded in both contests.

Investors approved, on a non-binding advisory basis, the compensation of the company’s named executive officers by 10,273,057 votes for, 674,478 against and 47,016 abstentions, with 5,990,547 broker non-votes. They also ratified the appointment of BDO USA, P.C. as independent auditor for 2026 with 16,875,050 votes for, 65,409 against and 44,639 abstentions.

Ampco-Pittsburgh Corporation is asking shareholders to vote at its May 8, 2026 annual meeting on three items: electing two directors to terms ending in 2029, an advisory “say-on-pay” vote on executive compensation, and ratifying BDO USA, P.C. as independent auditor for 2026.

Shareholders of record on March 12, 2026, when 20,326,389 common shares were outstanding, may vote by internet, phone, mail or in person in Pittsburgh. The Board highlights that seven of eight directors are independent, key committees are fully independent, and the CEO and Board Chair roles are separated, with robust stock ownership, anti-hedging and clawback policies aligning leadership with shareholders.

Ampco Pittsburgh Corporation’s Chief Executive Officer Brett McBrayer reported an open-market purchase of common stock. On this transaction date, he bought 7,500 shares at a price of $6.67 per share. Following the purchase, his direct ownership increased to 585,731 common shares.

Ampco-Pittsburgh Corporation reports a sharp swing to an operating loss in 2025, driven by the insolvency and deconsolidation of its U.K. roll subsidiary and higher asbestos-related costs. Net sales rose to $434.2M, with the Forged and Cast Engineered Products segment contributing $292.6M and the Air and Liquid Processing segment $141.6M.

The Forged and Cast Engineered Products segment recorded a large loss from operations, including a $41.4M non‑cash deconsolidation charge for Union Electric Steel UK Limited and $10.8M in exit charges tied to closing U.K. and Ohio operations. The Air and Liquid Processing segment remained profitable before a $12.4M net asbestos charge.

Backlog declined to $328.9M at December 31, 2025, from $378.9M a year earlier, mainly due to lower forged and cast roll orders and the U.S. Navy ending the Constellation Frigate program. Non‑affiliate equity market value was about $36M, and shareholders’ equity was $32.6M, raising risk around New York Stock Exchange continued listing thresholds.