AMPCO-PITTSBURGH CORP Files 8-K

TL;DR

AMPCO-PITTSBURGH filed an 8-K on 10/10/25 covering a new material agreement and financial updates.

AI Summary

On October 10, 2025, AMPCO-PITTSBURGH CORPORATION entered into a material definitive agreement. The filing also covers results of operations and financial condition, material impairments, and Regulation FD disclosures. Specific financial details or the nature of the agreement are not provided in this excerpt.

Why It Matters

This 8-K filing indicates significant corporate events, including a material definitive agreement and financial condition updates, which could impact investors' understanding of the company's current status.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can significantly impact a company's stock price, requiring careful investor attention.

Key Players & Entities

• AMPCO-PITTSBURGH CORPORATION (company) — Registrant
• October 10, 2025 (date) — Date of earliest event reported
• Pennsylvania (jurisdiction) — State of Incorporation
• 726 Bell Avenue Suite 301 (address) — Business Address

FAQ

Key Financial Figures

• $1 — nge on which registered Common Stock, $1 par value AP New York Stock Exchang
• $12.5 million — the Maximum Revolving Advance Amount or $12.5 million (previously $15 million) and will termi
• $15 million — nce Amount or $12.5 million (previously $15 million) and will terminate on any day in which
• $23 million — f its investment in UES-UK approximated $23 million and, since the fair value of UES-UK's l
• $0 — mated fair value of UES-UK approximated $0, (ii) the amount of other comprehensive
• $29 m — sheet of Ampco-Pittsburgh approximated $29 million, and (iii) the amount of funds ex
• $7 — under the Credit Agreement approximated $7 to $9 million. Accordingly, Ampco-Pitts
• $9 million — the Credit Agreement approximated $7 to $9 million. Accordingly, Ampco-Pittsburgh would ex
• $43 — fourth quarter of 2025 ranging between $43 to $45 million, based on estimates as o
• $45 m — quarter of 2025 ranging between $43 to $45 million, based on estimates as of Septemb

Filing Documents

• ap-20251010.htm (8-K) — 74KB
• ap-ex10_1.htm (EX-10.1) — 86KB
• ap-ex10_2.htm (EX-10.2) — 120KB
• ap-ex99_1.htm (EX-99.1) — 22KB
• img132806102_0.jpg (GRAPHIC) — 18KB
• 0001193125-25-240315.txt ( ) — 498KB
• ap-20251010.xsd (EX-101.SCH) — 43KB
• ap-20251010_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Trigger Period Modification Consent On October 10, 2025, in anticipation of the Structured Insolvency (as defined in Item 2.06 of this Current Report on Form 8-K) of Union Electric Steel UK Limited ("UES-UK"), the lenders under the Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated as of June 25, 2025 (the "Credit Agreement"), among certain subsidiaries of Ampco-Pittsburgh Corporation ("Ampco-Pittsburgh"), the guarantors party thereto and the lender parties thereto, consented to temporarily modify the definition of the Trigger Period for the 45 consecutive day period beginning on the effective date of the Structured Insolvency. As modified, the Trigger Period will commence on any day in which the Undrawn Availability is less than the greater of 12.50% (previously 15%) of the Maximum Revolving Advance Amount or $12.5 million (previously $15 million) and will terminate on any day in which the Undrawn Availability is more than the greater of 12.50% (previously 15%) of the Maximum Revolving Advance Amount or $12.5 million (previously $15 million) for 30 consecutive days (collectively, the "Trigger Period Modification Consent"). Immediately upon expiration of the 45 consecutive day period, the definition of Trigger Period will revert to the definition in effect immediately prior to the Trigger Period Modification Consent. The foregoing description of the Trigger Period Modification Consent is qualified in its entirety by reference to the full text of the Trigger Period Modification Consent, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Indemnification Agreements On October 13, 2025, Ampco-Pittsburgh and its wholly owned subsidiaries, Union Electric Steel Corporation ("UES") and Air & Liquid Systems Corporation ("ALS"), entered into indemnification agreements (the "Indemnification Agreements") with certain

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. The information disclosed in the last paragraph under Item 2.06 Material Impairments of this Current Report on Form 8-K is incorporated herein by reference. The information and exhibit contained in this Item 2.02 is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in such a filing.

06 Material Impairments

Item 2.06 Material Impairments. On October 13, 2025, the Directors of UES-UK voluntarily filed a Notice of Intention to appoint certain insolvency practitioners of FRP Advisory Trading Limited ("FRP") as administrators of UES-UK (collectively, the "Administrators") pursuant to the requirements of the Insolvency Act 1986 of England and Wales in the High Court of Justice, Business and Property Courts at Leeds (the "Insolvency Court"). On October 14, 2025, (the "Filing Date"), the Directors of UES-UK filed a Notice of Appointment with the Insolvency Court formally appointing the Administrators as administrators of UES-UK. This action is confined to UES-UK exclusively and does not affect Ampco-Pittsburgh or any of its other subsidiaries. As of the Filing Date, UES-UK is in administration, and its affairs, business and property are being managed by the Administrators (the "Structured Insolvency"). The Administrators will set out its proposals to UES-UK's creditors which will likely include an orderly wind-down of UES-UK's financial affairs and sale of its assets. Any funds remaining after the costs and expenses associated with the Structured Insolvency will be distributed in the order of priority set forth in the Insolvency Act 1986. As of October 13, 2025, the date immediately prior to the Filing Date, the operating results of UES-UK are included in the consolidated operating results of Ampco-Pittsburgh. Effective as of the Filing Date, Ampco-Pittsburgh will no longer consolidate the operating results of UES-UK. In addition, Ampco-Pittsburgh will (i) write down its investment in UES-UK to its estimated fair value, (ii) recognize the other comprehensive losses of UES-UK deferred in accumulated other comprehensive loss on the consolidated balance sheet of Ampco-Pittsburgh, and (iii) establish a receivable for the estimated amount of funds expected to be returned to the lenders under the Credit Agreement, if any, after the costs and expenses of the Structured Insol

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 15, 2025, Ampco-Pittsburgh issued a press release announcing the insolvency proceedings for UES-UK and related matters. A copy of the press release is furnished herewith as Exhibit 99.1. The information in this Item 7.01, including the information in Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for any purpose, including for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or any other filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing, except to the extent set forth by specific reference in such a filing.

Forward-Looking Statements

Forward-Looking Statements The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe harbor for forward-looking statements made by us or on behalf of Ampco-Pittsburgh Corporation and its subsidiaries (collectively, "we," "us," "our," or the "Corporation"). This Current Report on Form 8-K may include, but is not limited to, statements about operating performance, trends and events we expect or anticipate will occur in the future, including without limitation certain charges and expenses to be recognized in connection with the insolvency proceedings of UES-UK. All statements in this document other than statements of historical fact are statements that are, or could be, deemed "forward-looking statements" within the meaning of the Act and words such as "may," "will," "intend," "believe," "expect," "anticipate," "estimate, "project," "target," "goal," "forecast" and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations, and involve risks and uncertainties. For us, these risks and uncertainties include, but are not limited to: inability to maintain adequate liquidity to meet our operating cash flow requirements, repay maturing debt and meet other financial obligations including severance costs associated with our anticipated exit from our operations in the U.K.; economic downturns, cyclical demand for our products and insufficient demand for our products; excess global capacity in the steel industry; inability to successfully restructure our operations, exit our U.K. operations, and/or invest in operations that will yield the best long-term value to our shareholders; liability of our subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of ou

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibit s Exhibit 10.1 Trigger Period Modification Consent Exhibit 10.2 Form of Indemnification Agreement Exhibit 99.1 Press Release dated October 15, 2025 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMPCO-PITTSBURGH CORPORATION Date: October 15, 2025 By: /s/ Michael G. McAuley Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer

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View this 8-K filing on SEC EDGAR