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[SCHEDULE 13D/A] Ampco-Pittsburgh Corp. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A
Rhea-AI Filing Summary

Gabelli-controlled entities remain the largest outside holder of Ampco-Pittsburgh Corp. (AP), reporting aggregate beneficial ownership of 3,935,935 common shares, or 19.59% of the 20.1 million shares outstanding, following the issuer’s warrant expiration on 1 Aug 2025. The stake is spread across six registered advisers/funds: GAMCO (2.41 MM; 11.99%), Gabelli Funds (1.37 MM; 6.81%), Teton Advisors (112 k; 0.56%), GGCP (21 k; 0.10%), Gabelli Foundation (16 k; 0.08%) and MJG Associates (10 k; 0.05%).

All reporting persons claim sole voting and dispositive power over their respective shares, except that GAMCO lacks voting authority on 80 k shares and Fund proxy committees may override adviser votes if combined control exceeds 25%. Recent trading activity is immaterial: GAMCO sold 5,892 shares (avg. $3.60) and GGCP sold 1,000 shares ($3.75) in June 2025.

The filing, Amendment No. 52 to Schedule 13D, signals continued long-term, concentrated ownership by the Gabelli group—an influential, potentially activist investor—with no new plans or proposals disclosed. Total ownership remains just below the 20% threshold that can trigger additional state takeover-law implications.

Positive
  • Large, stable 19.6% ownership by Gabelli group signals confidence and potential alignment with minority shareholders.
  • Warrant expiration removes overhang and clarifies fully diluted share count.
Negative
  • High ownership concentration may limit free float and increase governance influence by a single investor group.
  • Recent insider sales (≈7 k shares) indicate marginal selling pressure, albeit immaterial.

Insights

TL;DR: Gabelli group still owns 19.6% of AP; minor sales, no strategy change disclosed.

The Gabelli complex retains a blocking stake, giving it meaningful leverage in any corporate actions such as equity raises or M&A. The near-20% position aligns the group’s interests with other shareholders, often resulting in advocacy for capital return or operational improvements. Sales of ~7 k shares are de minimis and do not alter the thesis. No explicit activist intent is stated, but historical behavior suggests the group monitors governance closely. Investors should watch future amendments for shifts above 20% or fresh proposals.

TL;DR: High concentration may influence board decisions; warrant expiry resets share count.

The expiration of AP’s warrants stabilizes the share base, reducing potential dilution. Gabelli entities’ combined 19.59% gives them substantial voting clout while avoiding control-share statutes in several jurisdictions that start at 20%. Sole voting power across multiple regulated advisers mitigates coordination-risk claims, yet proxy committees can assume voting control if limits are approached. Governance watchers should consider the possibility of 13D "items 4" amendments that could introduce change-of-control efforts. Current disclosure remains passive, so immediate board impact is limited.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


GAMCO INVESTORS, INC. ET AL
Signature:PETER D. GOLDSTEIN
Name/Title:GENERAL COUNSEL
Date:08/04/2025
GABELLI FUNDS LLC
Signature:DAVID GOLDMAN
Name/Title:GENERAL COUNSEL
Date:08/04/2025
GAMCO Asset Management Inc.
Signature:DOUGLAS R. JAMIESON
Name/Title:PRESIDENT
Date:08/04/2025
GABELLI FOUNDATION, INC.
Signature:DAVID GOLDMAN
Name/Title:ATTORNEY-IN-FACT
Date:08/04/2025
MJG ASSOCIATES, INC.
Signature:DAVID GOLDMAN
Name/Title:ATTORNEY-IN-FACT
Date:08/04/2025
Teton Advisors, Inc.
Signature:DAVID GOLDMAN
Name/Title:COUNSEL
Date:08/04/2025
GGCP, INC.
Signature:DAVID GOLDMAN
Name/Title:ATTORNEY-IN-FACT
Date:08/04/2025
Associated Capital Group, Inc.
Signature:PETER D. GOLDSTEIN
Name/Title:CHIEF LEGAL OFFICER
Date:08/04/2025
GABELLI MARIO J
Signature:DAVID GOLDMAN
Name/Title:ATTORNEY-IN-FACT
Date:08/04/2025

FAQ

How many Ampco-Pittsburgh (AP) shares does the Gabelli group own after the amendment?

The reporting entities collectively own 3,935,935 shares, representing 19.59% of AP’s outstanding common stock.

Which Gabelli entity holds the largest individual stake in AP?

GAMCO Asset Management Inc. holds the largest block at 2,409,135 shares (11.99% of the company).

Why was this Schedule 13D/A filed on 1 Aug 2025?

The filing reflects expiration of AP’s warrants, changing the Gabelli group’s reportable ownership percentage.

Did the Gabelli group buy or sell AP shares recently?

Yes. GAMCO sold 5,892 shares at about $3.60 and GGCP sold 1,000 shares at $3.75 in June 2025.

Does the filing indicate an activist campaign or takeover attempt?

No explicit plans or proposals were disclosed; the amendment is primarily an ownership update.
Ampco-Pittsburg Corp

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