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Ampco-Pittsburgh Corporation - Equity Warrant
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ampco-Pittsburgh Corporation - Equity Warrant
SEC Filings (Chronological Order)
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August 12, 2025 8-K

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commi

August 12, 2025 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Second Quarter 2025 Results

EXHIBIT 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA August 12, 2025 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Second Quarter 2025 Results • Recorded expenses of $6.8 million during 2Q 2025 for severance, accelerated depreciation and other costs to exit U.K. cast roll op

August 12, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPORATI

August 1, 2025 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 12, 2025, pursuant to the provisions of Rule 12d2-2 (a).

July 18, 2025 8-K

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2025 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commiss

July 18, 2025 EX-99.1

Ampco-Pittsburgh Corporation Issues Reminder Regarding Warrant Expiration

Exhibit 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA July 18, 2025 Ampco-Pittsburgh Corporation Issues Reminder Regarding Warrant Expiration Carnegie, PA, July 18, 2025 – Ampco-Pittsburgh Corporation (NYSE: AP, the “Corporation”) is advising holders of its publicly traded Series

June 27, 2025 EX-99.1

Ampco-Pittsburgh Corporation Announces Closing of Amended and Restated Credit Facility

EXHIBIT 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA June 27, 2025 Ampco-Pittsburgh Corporation Announces Closing of Amended and Restated Credit Facility Carnegie, PA, June 27, 2025 – Ampco-Pittsburgh Corporation (NYSE: AP) (the "Corporation") announced today that it has entered

June 27, 2025 EX-10.1

Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated June 25, 2025, by and among Air & Liquid Systems Corporation, Union Electric Steel Corporation, Alloys Unlimited and Processing, LLC, Akers National Roll Company, Åkers Sweden AB, Åkers AB, Union Electric Steel UK Limited, the financial institutions which are or which become a party thereto, and PNC Bank, National Association, as agent for lenders.

Exhibit 10.1 SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) PNC CAPITAL MARKETS LLC (AS JOINT LEAD ARRANGER AND SOLE BOOK RUNNER) FIRST NATIONAL BANK OF PENNSYLVANIA (AS LENDER AND AS SYNDICATION AGENT), F.N.B. CAPITAL MARKETS (AS JOINT LEAD ARRANGER) S&T BANK (AS LENDER) WITH AIR & LIQUID SYSTEMS CORPORATION U

June 27, 2025 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2025 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commiss

May 20, 2025 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ampco-Pittsburgh Corporation (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ampco-Pittsburgh Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-00898 25-1117717 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106 (Address

May 12, 2025 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces First Quarter 2025 Results

EXHIBIT 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA May 12, 2025 Ampco-Pittsburgh Corporation (NYSE: AP) Announces First Quarter 2025 Results • Net income attributable to Ampco-Pittsburgh of $1.1 million in Q1 2025, a $3.8 million year-over-year increase • Earnings per common s

May 12, 2025 S-8

As filed with the Securities and Exchange Commission on May 12, 2025

As filed with the Securities and Exchange Commission on May 12, 2025 Registration No.

May 12, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commissi

May 12, 2025 EX-10.1

Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan (as Amended and Restated).

Exhibit 10.1 AMPCO-PITTSBURGH CORPORATION 2016 OMNIBUS INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF MAY 13, 2021, MAY 18, 2023 AND MAY 8, 2025) Ampco-Pittsburgh Corporation, a Pennsylvania corporation, sets forth herein the terms of its 2016 Omnibus Incentive Plan, as follows: 1. PURPOSE The Plan is intended to enhance the Company’s and its Subsidiaries’ ability to attract and retain employees, C

May 12, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPORAT

May 12, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ampco-Pittsburgh Corporation (Exact name of registrant as specified in charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee (2) Equity Common Stock, par value $1.

May 9, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 08, 2025 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commissi

March 31, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

March 17, 2025 EX-19

Ampco-Pittsburgh Corporation Amended and Restated Insider Trading Policy.

EXHIBIT 19 AMPCO-PITTSBURGH CORPORATION Amended and Restated Insider Trading Policy Last Modified: MAY 4, 2023 A.

March 17, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPORATION P

March 17, 2025 EX-21

Significant Subsidiaries.

EXHIBIT 21 Subsidiaries Name Ownership Jurisdiction of Incorporation Air & Liquid Systems Corporation* 100% owned by Ampco-Pittsburgh Corporation Pennsylvania Ampco-Pittsburgh Securities V Investment Corporation* 100% owned by Ampco-Pittsburgh Securities V L.

March 17, 2025 EX-97

Ampco-Pittsburgh Corporation Amended and Restated Clawback Policy.

Exhibit 97 AMPCO-PITTSBURGH CORPORATION AMENDED AND RESTATED Clawback Policy WHEREAS, the Board of Directors (the “Board”) of Ampco-Pittsburgh Corporation (the “Company”) previously adopted a Clawback Policy (the “Prior Policy”) effective as of October 2, 2023 (the “Prior Policy Effective Date”), and believes that it is in the best interest of the Company to amend and restate the Prior Policy as set forth herein.

March 12, 2025 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Fourth Quarter and Full Year 2024 Results

EXHIBIT 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA March 12, 2025 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Fourth Quarter and Full Year 2024 Results • Reported earnings per common share of approximately $0.16 for 4Q 2024 and $0.02 for full year 2024. • Net cash flows

March 12, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2025 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commis

February 20, 2025 S-8 POS

As filed with the Securities and Exchange Commission on February 20, 2025

As filed with the Securities and Exchange Commission on February 20, 2025 Registration No.

November 14, 2024 SC 13G/A

AP / Ampco-Pittsburgh Corporation / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A 1 d871756dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #6 Under the Securities and Exchange Act of 1934 Ampco–Pittsburgh Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 032037103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

November 14, 2024 EX-99.II

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d871756dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated November 14, 2024 in connection with their beneficial ownership of Ampco–Pittsburgh Corporation. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13

November 14, 2024 EX-99.I

to Schedule 13G

EX-99.I 2 d871756dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

November 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORP

November 12, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Com

November 12, 2024 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Third Quarter 2024 Results

EXHIBIT 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA November 12, 2024 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Third Quarter 2024 Results • Operating income of $1.9 million in Q3 2024 and $7.0 million year-to-date. • Improved margins in Forged and Cast Engineered Produ

August 12, 2024 EX-3.3

Amended and Restated By-Laws, effective June 4, 2024, incorporated by reference to Quarterly Report on Form 10-Q filed on August 12, 2024.

Exhibit 3.3 AMPCO-PITTSBURGH CORPORATION INCORPORATED UNDER THE LAWS OF PENNSYLVANIA BY-LAWS AS AMENDED AND RESTATED ON JUNE 4, 2024 Table of Contents Article I SHAREHOLDERS 1 Section 1. Annual Meeting. 1 Section 2. Business to be Conducted at Annual Meeting. 1 Section 3. Special Meetings. 4 Section 4. Place of Meetings. 4 Section 5. Notice of Meetings; Waiver. 4 Section 6. Record Dates. 5 Section

August 12, 2024 EX-10.1

Amended and Restated Change in Control Agreement by and among Ampco-Pittsburgh Corporation, Union Electric Steel Corporation and Samuel C. Lyon, dated August 8, 2024, incorporated by reference to Quarterly Report on Form 10-Q filed on August 12, 2024.

Exhibit 10.1 726 Bell Avenue, Suite 301 Carnegie, PA 15106 August 8, 2024 Mr. Samuel C. Lyon Union Electric Steel Corporation 726 Bell Avenue, Suite 101 Carnegie, PA 15106 Dear Sam: This Agreement (this “Agreement”) amends your agreement with Ampco-Pittsburgh Corporation (the “Corporation”) and Union Electric Steel Corporation ("UES"), dated as of March 6, 2019 (the “Original Effective Date”), to

August 12, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commi

August 12, 2024 EX-10.2

Amended and Restated Change in Control Agreement by and among Ampco-Pittsburgh Corporation, Air & Liquid Systems Corporation and David Anderson, dated August 8, 2024, incorporated by reference to Quarterly Report on Form 10-Q filed on August 12, 2024.

Exhibit 10.2 726 Bell Avenue/Suite 301/P.O. Box 457 Carnegie, PA 15106 412/456-4400 August 8, 2024 Mr. David Anderson Air & Liquid Systems Corporation 726 Bell Avenue, Suite 302 Carnegie, PA 15106 Dear Dave: This Agreement (this “Agreement”) amends your agreement with Ampco-Pittsburgh Corporation (the “Corporation”) and Air & Liquid Systems Corporation (“Air & Liquid Systems”) dated January 1, 202

August 12, 2024 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Second Quarter 2024 Results

EXHIBIT 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA August 12, 2024 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Second Quarter 2024 Results • Strong sequential earnings improvement delivered at top end of previous guidance range. • Q2 2024 operating income up 53% over pri

August 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPORATI

July 10, 2024 EX-99.1

Ampco-Pittsburgh Corporation Provides Preliminary Results on its Second Quarter 2024 Earnings and Current Liquidity Position • Expects strong sequential earnings improvement in Q2 2024 compared to Q1 2024

EXHIBIT 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA July 10, 2024 Ampco-Pittsburgh Corporation Provides Preliminary Results on its Second Quarter 2024 Earnings and Current Liquidity Position • Expects strong sequential earnings improvement in Q2 2024 compared to Q1 2024 Carnegi

July 10, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commiss

July 10, 2024 EX-99.1

Ampco-Pittsburgh Subsidiaries Announce Commercial Contract Wins and Strong Growth in Sales Order Backlog

EXHIBIT 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA July 9, 2024 Ampco-Pittsburgh Subsidiaries Announce Commercial Contract Wins and Strong Growth in Sales Order Backlog Carnegie, PA, July 9, 2024 – Ampco-Pittsburgh Corporation (NYSE: AP) today announced that its wholly-owned s

July 10, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 09, 2024 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commiss

June 5, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 AMPCO-PITTSBURGH COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commissi

June 5, 2024 EX-3.1

Amended and Restated By-Laws, effective June 4, 2024.

EXHIBIT 3.1 AMPCO-PITTSBURGH CORPORATION INCORPORATED UNDER THE LAWS OF PENNSYLVANIA BY-LAWS AS AMENDED AND RESTATED ON DECEMBER 14, 2022JUNE 4, 2024 Table of Contents Article I SHAREHOLDERS 1 Section 1. Annual Meeting. 1 Section 2. Business to be Conducted at Annual Meeting. 1 Section 3. Special Meetings. 4 Section 4. Place of Meetings. 4 Section 5. Notice of Meetings; Waiver. 4 Section 6. Record

May 22, 2024 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ampco-Pittsburgh Corporation (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ampco-Pittsburgh Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-00898 25-1117717 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106 (Address

May 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commissi

May 14, 2024 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces First Quarter 2024 Results

EXHIBIT 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA May 14, 2024 Ampco-Pittsburgh Corporation (NYSE: AP) Announces First Quarter 2024 Results Carnegie, PA, May 14, 2024 – Ampco-Pittsburgh Corporation (NYSE: AP) reported net sales of $110.2 million for the three months ended Mar

May 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPORAT

April 24, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

April 24, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

April 5, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

March 25, 2024 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Fourth Quarter and Full Year 2023 Results

EXHIBIT 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA March 25, 2024 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Fourth Quarter and Full Year 2023 Results • Q4 2023 sales up 16% over Q4 2022; full year 2023 sales up 8% over full year 2022. • Air and Liquid Processing segmen

March 25, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2024 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commis

March 25, 2024 EX-97

Ampco-Pittsburgh Corporation Clawback Policy.

EXHIBIT 97 AMPCO-PITTSBURGH CORPORATION Clawback Policy August 8, 2023 The Board of Directors (the “Board”) of Ampco-Pittsburgh Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive-based compensation upon the occurrence of certain events, including an Accounting Restatement (as defined below).

March 25, 2024 EX-21

Significant Subsidiaries

EXHIBIT 21 Subsidiaries Name Ownership Jurisdiction of Incorporation Air & Liquid Systems Corporation* 100% owned by Ampco-Pittsburgh Corporation Pennsylvania Ampco-Pittsburgh Securities V Investment Corporation* 100% owned by Ampco-Pittsburgh Securities V L.

March 25, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPORATION P

February 20, 2024 SC 13D/A

AP / Ampco-Pittsburgh Corporation / 2006 Irrevocable Trust of Laura W. Van Loan for the Benefit of Mary M. Crawford - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.

February 14, 2024 EX-99.I

to Schedule 13G

EX-99.I 2 d772380dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

February 14, 2024 EX-99.II

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d772380dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2024 in connection with their beneficial ownership of Ampco–Pittsburgh Corporation. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13

February 14, 2024 SC 13G/A

AP / Ampco-Pittsburgh Corporation / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A 1 d772380dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #5 Under the Securities and Exchange Act of 1934 Ampco–Pittsburgh Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 032037103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORP

November 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Com

November 13, 2023 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Third Quarter 2023 Results

EXHIBIT 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA November 13, 2023 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Third Quarter 2023 Results • EPS of $0.04 for Q3 2023 and $0.10 for 2023 YTD. • Operating income of $1.7 million for Q3 2023 and $7.0 million 2023 YTD, up sig

August 23, 2023 EX-99.1

EX-99.1

Producing Quality Products Since 1929 — Always Moving Forward! Three Part Advisors’ Midwest IDEAS Conference August 24, 2023Disclaimer August 2023 Ampco-Pittsburgh Investor Presentation 2 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 the Corporation.

August 23, 2023 EX-99.1

Ampco-Pittsburgh Moving forward(Logo) Union Electric Steel(Logo) Aerofin Heat Transfer Products(Logo) BUFFALO AIR HANDLING(Logo) Buffalopumps(Logo) Producing Quality Products Since 1929 —Always Moving Forward! Three Part Advisors’ Midwest IDEAS Confe

Exhibit 99.1 Ampco-Pittsburgh Moving forward(Logo) Union Electric Steel(Logo) Aerofin Heat Transfer Products(Logo) BUFFALO AIR HANDLING(Logo) Buffalopumps(Logo) Producing Quality Products Since 1929 —Always Moving Forward! Three Part Advisors’ Midwest IDEAS Conference August 24, 2023 Disclaimer Forward-Looking Statements -The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a

August 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2023 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commi

August 9, 2023 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Second Quarter 2023 Results

EXHIBIT 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA August 9, 2023 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Second Quarter 2023 Results • Air and Liquid Processing segment sales increased 29% for Q2 and 35% YTD compared to prior year periods • June YTD operating income

August 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPORATI

August 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 09, 2023 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commi

August 9, 2023 EX-10.3

Amendment to Progress Payment Authorizations by and between Union Electric Steel Corporation and Clarus Capital Funding, LLC, incorporated by reference to Quarterly Report on Form 10-Q filed on August 9, 2023.

Exhibit 10.3 AMENDMENT to PROGRESS PAYMENT AUTHORIZATIONS This Amendment to Progress Payment Authorizations (this “Amendment”) amends each of Progress Payment Authorization Nos. 1-V260A, 1-V260B, 1-C600, 2-C600, 1-H641, 2-H641, 1-H676, 2-H676, 1-H647A, 1-647B, 2-H647A, 2-H647B, 3-H647A and 3-H647B (collectively, the “Amended Authorizations” and each an “Amended Authorization”), such Amended Author

May 31, 2023 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ampco-Pittsburgh Corporation (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ampco-Pittsburgh Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-00898 25-1117717 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106 (Address

May 22, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 19, 2023 (M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 19, 2023 (May 15, 2023) AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdi

May 19, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2023 AMPCO-PITTSBURGH CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2023 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commissio

May 18, 2023 EX-99.4

Form of Notice of Grant of Restricted Stock Award (Non-employee Directors).

Exhibit 99.4 [FORM OF] NOTICE OF 2023 GRANT OF RESTRICTED STOCK AWARD AMPCO-PITTSBURGH CORPORATION (from the 2016 Omnibus Incentive Plan as Amended and Restated) FOR GOOD AND VALUABLE CONSIDERATION, Ampco-Pittsburgh Corporation (the “Corporation”) hereby grants this Restricted Stock Award (the “Award”) of the number of Restricted Stock set forth in this Notice of Grant of Restricted Stock Award (t

May 18, 2023 EX-99.5

Form of Notice of Grant of Restricted Stock Unit Award (Share Price Performance)

Exhibit 99.5 [Form of] NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD (SHARE PRICE PERFORMANCE) AMPCO-PITTSBURGH CORPORATION 2016 OMNIBUS INCENTIVE PLAN AS AMENDED AND RESTATED FOR GOOD AND VALUABLE CONSIDERATION, Ampco-Pittsburgh Corporation (the “Corporation”) hereby grants this Restricted Stock Unit Award (the “Award”) of the number of Restricted Stock Units set forth in this Notice of Grant of

May 18, 2023 EX-99.1

Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, as amended and restated, incorporated by reference to Registration Statement on Form S-8 filed on May 18, 2023.

Exhibit 99.1 AMPCO-PITTSBURGH CORPORATION 2016 OMNIBUS INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF MAY 13, 2021 AND MAY 18, 2023) Ampco-Pittsburgh Corporation, a Pennsylvania corporation, sets forth herein the terms of its 2016 Omnibus Incentive Plan, as follows: 1.PURPOSE The Plan is intended to enhance the Company’s and its Subsidiaries’ ability to attract and retain employees, Consultants and

May 18, 2023 S-8

As filed with the Securities and Exchange Commission on May 18, 2023

As filed with the Securities and Exchange Commission on May 18, 2023 Registration No.

May 18, 2023 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 7 ap-exfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ampco-Pittsburgh Corporation (Exact name of registrant as specified in charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee R

May 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commissi

May 15, 2023 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces First Quarter 2023 Results

EXHIBIT 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA May 15, 2023 Ampco-Pittsburgh Corporation (NYSE: AP) Announces First Quarter 2023 Results • Q1 2023 net income of $0.7 million, or $0.03/share • Q1 2023 sales growth of 11% vs prior year and 12% vs prior quarter • Backlog up 1

May 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPORAT

April 14, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

March 31, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commis

March 31, 2023 SC 13D/A

AP / Ampco-Pittsburgh Corp. / Ancora Advisors, LLC - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

March 31, 2023 EX-10

Cooperation Agreement, dated March 31, 2023 by and among Ampco-Pittsburgh Corporation, Ancora Holdings Group, LLC and the other entities and natural persons party thereto, incorporated by reference to Current Report on Form 8-K filed on March 31, 2023.

Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”), dated as of March 31, 2023 (the “Effective Date”), is made by and among Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Corporation”), and the entities and natural persons set forth under the “Ancora Parties” caption in the signature pages hereto and their Affiliates or Associates (as such terms are de

March 21, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPORATION P

March 21, 2023 EX-18

Preferability Letter from BDO USA, LLP

EXHIBIT 18 March 21, 2023 Board of Directors Ampco-Pittsburgh Corporation 726 Bell Avenue, Suite 301 Carnegie, PA 15106 We have audited the consolidated balance sheets of Ampco-Pittsburgh Corporation (the Corporation) as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2022, and have reported thereon under date of March 21, 2023.

March 21, 2023 EX-21

Significant Subsidiaries

EXHIBIT 21 Subsidiaries Name Ownership Jurisdiction of Incorporation Air & Liquid Systems Corporation* 100% owned by Ampco-Pittsburgh Corporation Pennsylvania Ampco-Pittsburgh Securities V Investment Corporation* 100% owned by Ampco-Pittsburgh Securities V L.

March 21, 2023 EX-4

Description of Securities, incorporated by reference to the Annual Report on Form 10-K filed on March 21, 2023.

EXHIBIT 4.4 AMPCO-PITTSBURGH CORPORATION DESCRIPTION OF SECURITIES The following summary of certain provisions of the securities of Ampco-Pittsburgh Corporation (“we,” “our” or the “Corporation”) does not purport to be complete. You should refer to our Restated Articles of Incorporation, Amended and Restated By-laws, the Warrant Agreement, dated as of September 22, 2020, by and between the Corpora

March 21, 2023 EX-3

Amended and Restated By-laws, effective as of December 14, 2022, incorporated by reference to Annual Report on Form 10-K filed on March 21, 2023.

EXHIBIT 3.3 AMPCO-PITTSBURGH CORPORATION INCORPORATED UNDER THE LAWS OF PENNSYLVANIA BY-LAWS AS AMENDED AND RESTATED ON DECEMBER 14, 2022 DOCPROPERTY "DocID" \* MERGEFORMAT LEGAL\60374986\7 Table of Contents Article I SHAREHOLDERS 1 Section 1. Annual Meeting. 1 Section 2. Business to be Conducted at Annual Meeting. 1 Section 3. Special Meetings. 4 Section 4. Place of Meetings. 4 Section 5. Notice

March 20, 2023 EX-99

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Fourth Quarter and Full Year 2022 Results

EXHIBIT 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA March 20, 2023 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Fourth Quarter and Full Year 2022 Results • Full-year EPS of $0.18 per diluted share • Q4 2022 sales up 11% over Q4 2021; full year 2022 sales up 13% over full y

March 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2023 AMPCO-PITTSBURGH CORPORATION (Exact name of Registrant as Specified in Its Charter) Pennsylvania 1-898 25-1117717 (State or Other Jurisdiction of Incorporation) (Commis

February 14, 2023 EX-99.II

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d341012dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2023 in connection with their beneficial ownership of Ampco–Pittsburgh Corporation. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13

February 14, 2023 EX-99.I

to Schedule 13G

EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

February 14, 2023 SC 13G/A

AP / Ampco-Pittsburgh Corp / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #4 Under the Securities and Exchange Act of 1934 Ampco–Pittsburgh Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 032037103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

December 19, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 AMPCO-PITTSBUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Co

December 19, 2022 EX-3.1

Amended and Restated Bylaws of Ampco-Pittsburgh Corporation, as amended on December 14, 2022.

EX-3.1 Exhibit 3.1 AMPCO-PITTSBURGH CORPORATION INCORPORATED UNDER THE LAWS OF PENNSYLVANIA BY-LAWS AS AMENDED AND RESTATED ON DECEMBER 1714, 2015 2022 Table of Contents Article I SHAREHOLDERS 1 Section 1. Annual Meeting. 1 Section 2. Business to be Conducted at Annual Meeting. 1 Section 3. Special Meetings. 4 Section 4. Place of Meetings. 45 Section 5. Notice of Meetings; Waiver. 45 Section 6. Re

November 28, 2022 SC 13D/A

AP / Ampco-Pittsburgh Corp / Louis Berkman Investment CO - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 032037 10 3 (CUSIP Number) Jennifer L. Gloff Chief Financial Officer and Treasurer The Louis Berkman Investment Company 600 Grant Stree

November 23, 2022 SC 13D/A

AP / Ampco-Pittsburgh Corp / Altor Fund II GP Ltd - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) AMPCO-PITTSBURGH CORPORATION (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 032037103 (CUSIP Number) Altor Fund II GP Limited 11-15 Seaton Place St. Helier, Jersey JE4 0QH Channel Islands Tel: +44 1534 833 033 Wi

November 22, 2022 SC 13D/A

AP / Ampco-Pittsburgh Corp / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 51) Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, $1.00 Par Value Per Share (Title of Class of Securities) 032037103 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORP

November 14, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Co

November 14, 2022 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Third Quarter 2022 Results

Exhibit 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA November 14, 2022 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Third Quarter 2022 Results ? Q3 2022 EPS of $0.04 per share ? Record high Air and Liquid Processing segment backlog ? U.S. equipment modernization project on-

October 4, 2022 EX-10.2

Guaranty made by Ampco-Pittsburgh Corporation to Clarus Capital Funding I, LLC, and dated September 29, 2022, incorporated by reference to Current Report on Form 8-K filed on October 4, 2022.

Exhibit 10.2 GUARANTY THIS GUARANTY, dated as of September 29, 2022 (?Guaranty?), is made by AMPCO-PITTSBURGH CORPORATION, a Pennsylvania organization having its principal place of business at 726 Bell Avenue, Carnegie, PA 15106(?Guarantor?). In order to induce Clarus Capital Funding I, LLC, its successors and assigns (collectively, ?Clarus Capital?) from time to time to enter into or extend certa

October 4, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2022 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (C

October 4, 2022 EX-10.1

Master Loan and Security Agreement between Union Electric Steel Corporation and Clarus Capital Funding I, LLC, dated September 29, 2022, incorporated by reference to Current Report on Form 8-K filed on October 4, 2022.

EX-10.1 2 d250749dex101.htm EX-10.1 Exhibit 10.1 MASTER LOAN AND SECURITY AGREEMENT This MASTER LOAN AND SECURITY AGREEMENT (this “Master Agreement”) is dated as of September 29, 2022, and is by and between Clarus Capital Funding I, LLC, with offices located at 101 FEDERAL STREET, SUITE 1101, BOSTON, MA 02110 (together with its successors and assigns, “Lender”) and UNION ELECTRIC STEEL CORPORATION

September 2, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2022 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Comm

September 2, 2022 EX-10.2

Amended and Restated Unconditional Guaranty of Payment and Performance between Ampco-Pittsburgh Corporation and Store Capital Acquisitions, LLC, dated August 30, 2022, incorporated by reference to Current Report on Form 8-K filed on September 2, 2022.

Exhibit 10.2 AMENDED AND RESTATED UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE THIS AMENDED AND RESTATED UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (this ?Guaranty?) is made as of August 30, 2022 by AMPCO-PITTSBURGH CORPORATION, a Pennsylvania corporation (?Guarantor?), for the benefit of STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company (together with its successor

September 2, 2022 EX-10.1

Amended and Restated Master Lease Agreement between Union Electric Steel Corporation and Store Capital Acquisitions, LLC, dated August 30, 2022, incorporated by reference to Current Report on Form 8-K filed on September 2, 2022.

Exhibit 10.1 AMENDED AND RESTATED MASTER LEASE AGREEMENT THIS AMENDED AND RESTATED MASTER LEASE AGREEMENT (this ?Lease?) is made as of August 30, 2022 (the ?Effective Date?), by and between STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company (?Lessor?), whose address is 8377 E. Hartford Drive, Suite 100, Scottsdale, Arizona 85255, and UNION ELECTRIC STEEL CORPORATION, a Pennsylva

August 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2022 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Comm

August 10, 2022 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Second Quarter 2022 Results

Exhibit 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA August 10, 2022 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Second Quarter 2022 Results ? EPS of $0.02 for Q2 2022 and $0.11 for 2022 YTD ? Backlog up 19% YTD and 7% sequentially with record levels in Air & Liquid Proces

August 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPORATI

July 22, 2022 EX-99.(A)(5)(F)

(5)(F)*Press release dated July 22, 2022.

Exhibit (a) (5) (F) Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA July 22, 2022 Ampco-Pittsburgh Announces Final Results of Offer to Exercise Allowing Series A Warrants to be Exercised at a Reduced Price Carnegie, PA, July 22, 2022 ? Ampco-Pittsburgh Corporation (NYSE: AP) (?Ampco-Pit

July 22, 2022 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 AMPCO-PITTSBURGH CORPORATION (Name of Subject Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 AMPCO-PITTSBURGH CORPORATION (Name of Subject Company and Filing Person (Offeror)) WARRANTS TO PURCHASE COMMON STOCK (Title of Class of Securities) 032037 103 (CUSIP Number of Common Stock Underlying

July 18, 2022 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 AMPCO-PITTSBURGH CORPORATION (Name of Subject Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 AMPCO-PITTSBURGH CORPORATION (Name of Subject Company and Filing Person (Offeror)) WARRANTS TO PURCHASE COMMON STOCK (Title of Class of Securities) 032037 103 (CUSIP Number of Common Stock Underlying

July 18, 2022 EX-99.(A)(5)(E)

Press release dated July 18, 2022.

Exhibit (a)(5)(E) Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA July 18, 2022 Ampco-Pittsburgh Announces Preliminary Results of Offer to Exercise Allowing Series A Warrants to be Exercised at a Reduced Price Carnegie, PA, July 18, 2022 ? Ampco-Pittsburgh Corporation (NYSE: AP) (?Ampco

June 29, 2022 EX-99.A.5.D

Press release dated June 29, 2022.

Exhibit (a)(5)(D) Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA June 29, 2022 Ampco-Pittsburgh Announces Extension of Temporary Offer Allowing Series A Warrants to be Exercised at a Reduced Price Carnegie, PA, June 29, 2022 ? Ampco-Pittsburgh Corporation (NYSE: AP) (?Ampco-Pittsburgh?

June 29, 2022 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 AMPCO-PITTSBURGH CORPORATION (Name of Subject Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 AMPCO-PITTSBURGH CORPORATION (Name of Subject Company and Filing Person (Offeror)) WARRANTS TO PURCHASE COMMON STOCK (Title of Class of Securities) 032037 103 (CUSIP Number of Common Stock Underlying

June 22, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 22, 2022 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commissi

June 22, 2022 EX-99.1

Disclaimer June 2022 Ampco-Pittsburgh Investor Presentation 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 the Corporation

Investor Presentation June 2022 Exhibit 99.1 Disclaimer June 2022 Ampco-Pittsburgh Investor Presentation 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 the Corporation. Presentation may include, but is not limited to, statements about operating performance, trends and eve

May 31, 2022 EX-99.A.1.B

(1)(B) Offer to Exercise

Table of Contents Exhibit (a)(1)(B) NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE TRANSACTION CONTEMPLATED HEREIN; PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT.

May 31, 2022 424B3

AMPCO-PITTSBURGH CORPORATION

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-239446 AMPCO-PITTSBURGH CORPORATION This prospectus supplement, dated May 31, 2022 (the ?Supplement?), filed by Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the ?Corporation? or ?we,? ?us? or ?our?), supplements certain information contained in the Corporation?s prospectus dated August 17, 2020 (the ?Prospectus?), which f

May 31, 2022 SC TO-I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMPCO-PITTSBURGH CORPORATION (Name of Subject Company (Issuer) and Fi

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMPCO-PITTSBURGH CORPORATION (Name of Subject Company (Issuer) and Filing Person (Offeror)) WARRANTS TO PURCHASE COMMON STOCK (Title of Class of Securities) 032037 111 (CUSIP Number of Common Stock Und

May 31, 2022 EX-99.A.1.C

(1)(C) Form of Election to Participate and Exercise Series A Warrants

Exhibit (a)(1)(C) ELECTION TO PARTICIPATE AND EXERCISE WARRANTS PURSUANT TO OFFER TO EXERCISE WARRANTS TO PURCHASE COMMON STOCK OF AMPCO-PITTSBURGH CORPORATION THE OFFER (AND ASSOCIATED WITHDRAWAL RIGHTS) WILL EXPIRE AT 11:59 P.

May 31, 2022 EX-99.A.1.A

(1)(A) Letter to Holders of Series A Warrants

Exhibit (a)(1)(A) May 31, 2022 To the Holders of the Series A Warrants (Trading Symbol AP WS): This letter is to inform you that Ampco-Pittsburgh Corporation (the ?Corporation?) is offering to holders of its Series A Warrants, each exercisable for 0.

May 31, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation to Filling Fee Tables SC TO-I (Form Type) Ampco-Pittsburgh Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Transaction Valuation(1) Fee Rate Amount of filing fee(1)(2) Fees to Be Paid $21,655,123.

May 31, 2022 EX-99.A.5.C

(5)(C) Press release dated May 31, 2022.

Exhibit (a)(5(c) Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA May 31, 2022 Ampco-Pittsburgh Announces Temporary Offer Allowing Series A Warrants to be Exercised at a Reduced Price Carnegie, PA, May 31, 2022 ? Ampco-Pittsburgh Corporation (NYSE: AP) (?Ampco-Pittsburgh? or the ?Corpora

May 31, 2022 EX-99.D.2

(2) First Amendment to Warrant Agreement, dated May 31, 2022, by and between Ampco-Pittsburgh Corporation and Broadridge Corporate Issue Solutions.

Exhibit (d)(2) FIRST AMENDMENT TO WARRANT AGREEMENT This First Amendment to Warrant Agreement (this ?Amendment?) is made as of May 31, 2022 between Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the ?Company?), and Broadridge Corporate Issuer Solutions, Inc.

May 31, 2022 EX-99.A.1.F

(1)(F) Form of Letter Used by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit (a)(1)(F) Letter to Clients OFFER TO EXERCISE WARRANTS TO PURCHASE COMMON STOCK AMPCO-PITTSBURGH CORPORATION May 31, 2022 THE OFFER TO EXERCISE (AND ASSOCIATED WITHDRAWAL RIGHTS) WILL EXPIRE AT 11:59 P.

May 31, 2022 EX-99.A.1.D

(1)(D) Form of Notice of Withdrawal

Exhibit (a)(1)(D) NOTICE OF WITHDRAWAL OF EXERCISE OF WARRANTS PURSUANT TO OFFER TO EXERCISE WARRANTS TO PURCHASE COMMON STOCK OF AMPCO-PITTSBURGH CORPORATION THE OFFER (AND ASSOCIATED WITHDRAWAL RIGHTS) WILL EXPIRE AT 11:59 P.

May 31, 2022 EX-99.A.1.E

(1)(E) Form of Letter To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit (a)(1)(E) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees OFFER TO EXERCISE WARRANTS TO PURCHASE COMMON STOCK AMPCO-PITTSBURGH CORPORATION MAY 31, 2022 THE OFFER TO EXERCISE (AND ASSOCIATED WITHDRAWAL RIGHTS) WILL EXPIRE AT 11:59 P.

May 27, 2022 EX-10.1

Amendment No. 2 to First Amended and Restated Revolving Credit and Security Agreement, dated May 26, 2022, by and among Air & Liquid Systems Corporation, Union Electric Steel Corporation, Alloys Unlimited and Processing, LLC, Akers National Roll Company, Union Electric Steel UK Limited, Åkers AB and Åkers Sweden AB, certain lenders, the guarantors party thereto, including the Corporation, PNC Bank, National Association, as agent for the lenders, and the other lenders party thereto, incorporated by reference to Current Report on Form 8-K filed on May 27, 2022.

Exhibit 10.1 AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT THIS AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this ?Amendment?) is dated as of May 26, 2022, and is made by and among AIR & LIQUID SYSTEMS CORPORATION, a Pennsylvania corporation (?ALS?), UNION ELECTRIC STEEL CORPORATION, a Pennsylvania corporation (?UES?

May 27, 2022 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ampco-Pittsburgh Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-00898 25-1117717 (State or other jurisd

SD 1 d364839dsd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ampco-Pittsburgh Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-00898 25-1117717 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 726 Bell Avenue, Suite 301, Carnegie, Penns

May 27, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 26, 2022 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commissio

May 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPORAT

May 9, 2022 EX-99.1

AMPCO-PITTSBURGH CORPORATION FINANCIAL SUMMARY (in thousands except per share amounts) Three Months Ended March 31, 2022 2021 Net sales $ 94,426 $ 86,800 Costs of products sold (excl. depreciation and amortization) 78,820 69,588 Selling and administr

Exhibit 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA May 9, 2022 Ampco-Pittsburgh Corporation (NYSE: AP) Announces First Quarter 2022 Results ? Q1 2022 net income of $1.6 million vs. prior year of $0.2 million ? Q1 2022 sales growth of 9% vs. prior year ? Backlog growth of 36% v

May 9, 2022 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2022 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commission

May 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2022 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commissi

May 9, 2022 EX-10.1

Ampco-Pittsburgh Corporation Non-Employee Director Compensation Policy, effective as of May 5, 2022, incorporated by reference to Current Report on Form 8-K filed on May 9, 2022.

Exhibit 10.1 AMPCO-PITTSBURGH CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee independent members of the board of directors (the ?Board?) of Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this ?Policy?). The cash and equity compensat

March 30, 2022 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 AMPCO-PITTSBURGH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commi

March 30, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commi

March 30, 2022 EX-99.1

Ampco-Pittsburgh Corporation Explores Financing Alternatives

Exhibit 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA March 30, 2022 Ampco-Pittsburgh Corporation Explores Financing Alternatives Carnegie, PA, March 30, 2022 ? Ampco-Pittsburgh Corporation (NYSE: AP) (?Ampco-Pittsburgh? or the ?Corporation?) announced today that it is exploring

March 25, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 25, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 17, 2022 EX-10.25

RETIREMENT AGREEMENT

Exhibit 10.25 RETIREMENT AGREEMENT The parties to this Retirement Agreement (the ?Agreement?) are Air & Liquid Systems Corporation (the ?Company?), a wholly-owned subsidiary of Ampco-Pittsburgh Corporation (the ?Parent?) and Terrence W. Kenny (the ?Executive?). This Agreement is entered into as of October 21, 2021 and will become effective as of December 31, 2021 (the ?Retirement Date?). The Execu

March 17, 2022 EX-10.26

Change in Control Agreement by and among Ampco-Pittsburgh Corporation, Air & Liquid Systems Corporation and David Anderson, dated January 1, 2022, incorporated by reference to Annual Report on Form 10-K filed on March 16, 2022.

Exhibit 10.26 726 Bell Avenue/Suite 301/P.O. Box 457 Carnegie, PA 15106 412/456-4400 January 1, 2022 Mr. David Anderson Air & Liquid Systems Corporation 726 Bell Avenue, Suite 302 Carnegie, PA 15106 Dear Dave: This Agreement is intended to reflect the circumstances of your assumption of the role of President of Air & Liquid Systems Corporation (?Air & Liquid Systems?). Ampco-Pittsburgh Corporation

March 17, 2022 EX-10.9

Amendment No. 1 to First Amended and Restated Revolving Credit and Security Agreement, dated December 17, 2021, by and among Air & Liquid Systems Corporation, Union Electric Steel Corporation, Alloys Unlimited and Processing, LLC, Akers National Roll Company, Union Electric Steel UK Limited, Åkers AB and Åkers Sweden AB, certain lenders, the guarantors party thereto, including the Corporation, PNC Bank, National Association, as agent for the lenders, and the other lenders party thereto, incorporated by reference to Annual Report on Form 10-K filed on March 16, 2022.

Exhibit 10.9 AMENDMENT NO. 1 TO First AMENDED AND RESTATED revolving credit and security agreement THIS AMENDMENT NO. 1 to FIRST AMENDED AND RESTATED revolving credit and security agreement] (this "Amendment") is dated as of December , 2021 (the "Effective Date") (subject to Paragraph 7 below) and is made by and among AIR & LIQUID SYSTEMS CORPORATION, a Pennsylvania corporation ("ALS"), UNION ELEC

March 17, 2022 EX-21

Significant Subsidiaries

EX-21 5 ap-ex216.htm EX-21 EXHIBIT 21 Subsidiaries Name Ownership Jurisdiction of Incorporation Air & Liquid Systems Corporation* 100% owned by Ampco-Pittsburgh Corporation Pennsylvania Ampco-Pittsburgh Securities V Investment Corporation* 100% owned by Ampco-Pittsburgh Securities V L.L.C. Delaware Ampco-Pittsburgh Securities V L.L.C.* 100% owned by Ampco-Pittsburgh Corporation Delaware Union Elec

March 17, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPORATION P

March 16, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2022 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commi

March 16, 2022 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Fourth Quarter and Full Year 2021 Results

Exhibit 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA March 16, 2022 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Fourth Quarter and Full Year 2021 Results ? Full-year backlog growth of 19% with Forged Engineered Products backlog up 319% ? Full-year sales growth of 5% ? Pric

March 1, 2022 SC 13D/A

AP / Ampco-Pittsburgh Corp / Louis Berkman Investment CO - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 032037 10 3 (CUSIP Number) Jennifer L. Gloff Treasurer and Chief Financial Officer The Louis Berkman Investment Company 600 Grant Stree

February 14, 2022 EX-99.I

to Schedule 13G

EX-99.I 2 d315840dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

February 14, 2022 SC 13G/A

AP / Ampco-Pittsburgh Corp / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Amendment #3 Ampco?Pittsburgh Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 032037103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

February 14, 2022 EX-99.II

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d315840dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2022 in connection with their beneficial ownership of Ampco–Pittsburgh Corporation. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13

February 11, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2022 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Co

February 11, 2022 EX-99.1

Ampco-Pittsburgh Appoints Three Independent Directors to the Board Enters into Cooperation Agreement with Ancora

EX-99.1 3 d259652dex991.htm EX-99.1 Exhibit 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA February 11, 2022 Ampco-Pittsburgh Appoints Three Independent Directors to the Board Enters into Cooperation Agreement with Ancora Carnegie, PA, February 11, 2022 – Ampco-Pittsburgh Corporat

February 11, 2022 EX-10.1

Cooperation Agreement, dated February 10, 2022 by and among Ampco-Pittsburgh Corporation, Ancora Holdings Group, LLC and the other entities and natural persons party thereto.

Exhibit 10.1 Execution Version COOPERATION AGREEMENT This Cooperation Agreement (this ?Agreement?), dated as of February 10, 2022, is made by and among Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the ?Corporation?), and the entities and natural persons set forth under the ?Ancora Parties? caption in the signature pages hereto and their Affiliates or Associates (as such terms are defi

February 11, 2022 SC 13D/A

AP / Ampco-Pittsburgh Corp / Ancora Advisors, LLC - COOPERATION AGREEMENT, DATED FEBRUARY 11, 2022 Activist Investment

begin 644 e621320ex99-1.pdf M)5!$1BTQ+C<-)%LP(# @-C$R(#)S-';F.XS@V]U=4O("]O"D"AH%R81QL-D!G MBXT&Z.V@*MCYV I5]GF.A(RI:[.FB49(G'X[LOJ5WT*O][43NEX!];^EM, MYO+G7Q^;VWH2]<7\PX^?&U23J-?HKE> M!;.;IOR'?OGQL?GW/O]E#]Y^?&OS1\-G\.S&CD&9UREZN4]&YR2IEXF5+[ MPUT3JUU(M8E3N%QHI?S.Y8F5N4QL3@=[>7B^G Y;4UZ'O*9Z!#SON9+=]"F M^/5TT,7#]G2(MRN=ARIU0E=6W1]/'R^-?\?#N@G^"@:&DWLX,MQC=/42>W, M#$G/074=#-(W4M!YA]ZGE*:5IPS3=4HSY

February 11, 2022 SC 13D/A

AP / Ampco-Pittsburgh Corp / Ancora Advisors, LLC - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

January 7, 2022 SC 13D

AP / Ampco-Pittsburgh Corp / Ancora Advisors, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. )1 Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 032037103 (CUSIP Number) FREDERICK DISANTO C/

January 7, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $1.00 per share, of Ampco-Pittsburgh Corporation. This Joint Fili

November 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORP

November 4, 2021 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Third Quarter 2021 Results

Exhibit 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA November 4, 2021 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Third Quarter 2021 Results ? Sales up 7% versus prior year quarter ? Forged and Cast Engineered Products Backlog up 16% sequentially ? Price increase actions c

November 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Com

October 22, 2021 EX-10.1

Retirement and Consulting Agreement effective January 1, 2022 with Rose A. Hoover.

Exhibit 10.1 RETIREMENT AND CONSULTING AGREEMENT The parties to this Retirement and Consulting Agreement (the ?Agreement?) are Ampco-Pittsburgh Corporation (the ?Company?) and Rose Hoover (the ?Executive?). This Agreement is entered into as of October 21, 2021 and will become effective as of December 31, 2021 (the ?Effective Date?). The Executive has announced her decision to retire from the Compa

October 22, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2021 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Comm

August 16, 2021 SC 13D/A

AP / Ampco-Pittsburgh Corp / Altor Fund II GP Ltd - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) AMPCO-PITTSBURGH CORPORATION (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 032037103 (CUSIP Number) Altor Fund II GP Limited 11-15 Seaton Place St. Helier, Jersey JE4 0QH Channel Islands Tel: +44 1534 833 033 Wi

August 13, 2021 EX-10.2

Amendment No. 1 to Shareholder Support Agreement, dated August 10, 2021, by and between Ampco-Pittsburgh Corporation and Altor Fund II GP Limited, incorporated by reference to Current Report on Form 8-K filed on August 13, 2021.

Exhibit 10.2 AMENDMENT NO. 1 TO SHAREHOLDER SUPPORT AGREEMENT August 10, 2021 This Amendment No. 1 to Shareholder Support Agreement (this ?Amendment?) is entered into, effective as of August 10, 2021, by and between Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the ?Company?) and Altor Fund II GP Limited, a company duly incorporated and organized under the laws of Jersey, as general pa

August 13, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commi

August 13, 2021 EX-10.3

Amendment No. 1 to Offer Letter, dated August 10, 2021, by and between Ampco-Pittsburgh Corporation and J. Brett McBrayer, incorporated by reference to Current Report on Form 8-K filed on August 13, 2021.

Exhibit 10.3 726 Bell Avenue/Suite 301/P.O. Box 457 Carnegie, PA 15106 August 10, 2021 J. Brett McBrayer [Address] Re: Amendment No. 1 to Offer Letter Dear Brett: This letter (this ?Amendment?) amends that certain offer letter (the ?Offer Letter?) effective July 2, 2018, by and between Ampco-Pittsburgh Corporation (the ?Corporation?) and you. All capitalized terms used but not otherwise defined he

August 9, 2021 EX-99.1

Good-Bye! (Leaving the SEC Website) This page is temporarily unavailable.

Exhibit 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA August 9, 2021 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Second Quarter 2021 Results ? Sales up 24% versus prior year quarter and up 6% sequentially ? Basic EPS up $0.01 per share versus prior year quarter and up $0.05

August 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPORATI

August 9, 2021 EX-10.2

Amendment No. 3 to Retirement and Consulting Agreement, effective as of January 1, 2020, by and between Union Electric Steel Corporation and Robert G. Carothers filed herewith.

Exhibit 10.2 AMENDMENT NO. 3 TO RETIREMENT AND CONSULTING AGREEMENT This Amendment No. 3 (this ?Amendment?) to the Retirement and Consulting Agreement (as amended to date, the ?Agreement?) is entered into by and between Union Electric Steel Corporation (the ?Company?) and Robert G. Carothers (the ?Consultant?), effective as of January 1, 2020. All capitalized terms used but not otherwise defined h

August 9, 2021 EX-10.3

Amendment No. 4 to Retirement and Consulting Agreement, effective as of January 1, 2021, by and between Union Electric Steel Corporation and Robert G. Carothers filed herewith.

Exhibit 10.3 AMENDMENT NO. 4 TO RETIREMENT AND CONSULTING AGREEMENT This Amendment No. 4 (this ?Amendment?) to the Retirement and Consulting Agreement (as amended to date, the ?Agreement?) is entered into by and between Union Electric Steel Corporation (the ?Company?) and Robert G. Carothers (the ?Consultant?), effective as of January 1, 2021. All capitalized terms used but not otherwise defined h

August 9, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commi

July 1, 2021 EX-10.1

First Amended and Restated Revolving Credit and Security Agreement, dated June 29, 2021, by and among Air & Liquid Systems Corporation, Union Electric Steel Corporation, Alloys Unlimited and Processing, LLC, Akers National Roll Company, Union Electric Steel UK Limited, Åkers AB and Åkers Sweden AB, certain lenders, the guarantors party thereto, including the Corporation, PNC Bank, National Association, as agent for the lenders, and the other lenders party thereto, incorporated by reference to Current Report on Form 8-K filed on July 1, 2021.

EX-10.1 2 d198690dex101.htm EX-10.1 Exhibit 10.1 FIRST AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) PNC CAPITAL MARKETS LLC (AS JOINT LEAD ARRANGER AND SOLE BOOK RUNNER) FIRST NATIONAL BANK OF PENNSYLVANIA (AS LENDER AND AS SYNDICATION AGENT), F.N.B. CAPITAL MARKETS (AS JOINT LEAD ARRANGER) M&T BANK (AS LENDER AND AS DOCUMENTA

July 1, 2021 SC 13D/A

AP / Ampco-Pittsburgh Corp / 2006 Irrevocable Trust of Laura W. Van Loan for the Benefit of Mary M. Crawford - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 4)* Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 032037103 (CUSIP Number) Edward F.

July 1, 2021 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Closing of Amended and Restated Credit Facility

EX-99.1 3 d198690dex991.htm EX-99.1 Exhibit 99.1 Contact: Melanie L. Sprowson Director, Investor Relations (412) 429-2454 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA July 1, 2021 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Closing of Amended and Restated Credit Facility Carnegie, PA, July 1, 2021 – Ampco-Pittsburgh Corporation (NYSE: AP) (the “Corporation”) announced today that

July 1, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 29, 2021 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commissi

May 26, 2021 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ampco-Pittsburgh Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-00898 25-1117717 (State or other jurisd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ampco-Pittsburgh Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-00898 25-1117717 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106 (Address

May 14, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 13, 2021 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commissio

May 13, 2021 S-8

As filed with the Securities and Exchange Commission on May 13, 2021

As filed with the Securities and Exchange Commission on May 13, 2021 Registration No.

May 13, 2021 EX-99.1

Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, as amended and restated

Exhibit 99.1 AMPCO-PITTSBURGH CORPORATION 2016 OMNIBUS INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF MAY 13, 2021) Ampco-Pittsburgh Corporation, a Pennsylvania corporation, sets forth herein the terms of its 2016 Omnibus Incentive Plan, as follows: 1. PURPOSE The Plan is intended to enhance the Company?s and its Subsidiaries? ability to attract and retain employees, Consultants and Non-Employee Di

May 10, 2021 10-Q

Quarterly Report - 10-Q

Un UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPO

May 7, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2021 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commissi

May 7, 2021 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces First Quarter 2021 Results

Exhibit 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA May 7, 2021 Ampco-Pittsburgh Corporation (NYSE: AP) Announces First Quarter 2021 Results ? Positive earnings continue despite lower pandemic-related sales. ? Activity increasing in roll and engineered products markets. ? Conti

April 9, 2021 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)* A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)* Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 032037103 (CUSIP Number) Edward F.

March 26, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPORATION P

March 26, 2021 EX-21

Significant Subsidiaries

EXHIBIT 21 Subsidiaries Name Ownership Jurisdiction of Incorporation Air & Liquid Systems Corporation* 100% owned by Ampco-Pittsburgh Corporation Pennsylvania Ampco-Pittsburgh Securities V Investment Corporation* 100% owned by Ampco-Pittsburgh Securities V L.

March 26, 2021 DEFC14A

- DEFC14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 26, 2021 EX-4.4

Description of Securities filed herewith.

Exhibit 4.4 AMPCO-PITTSBURGH CORPORATION DESCRIPTION OF SECURITIES The following summary of certain provisions of the securities of Ampco-Pittsburgh Corporation ( ?we,? ?our? or the ?Corporation?) does not purport to be complete. You should refer to our Restated Articles of Incorporation, as amended, Amended and Restated By-laws, the Warrant Agreement, dated as of September 22, 2020, by and betwee

March 19, 2021 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 50) Ampco-Pittsburgh Corporation

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 50) Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, $1.00 Par Value Per Share (Title of Class of Securities) 032037103 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone

March 18, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2021 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commi

March 18, 2021 EX-99.1

AMPCO-PITTSBURGH CORPORATION FINANCIAL SUMMARY (in thousands except per share amounts) Three Months Ended December 31, Twelve Months Ended December 31, 2020 2019 2020 2019 Sales $ 87,029 $ 97,019 $ 328,544 $ 397,904 Cost of products sold (excl. depre

EX-99.1 Exhibit 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA March 18, 2021 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Fourth Quarter and Full Year 2020 Results • Corporation reports EPS of $0.12 per share for Q4 2020, sequentially higher than Q3 2020. • Full year 2020 EP

March 16, 2021 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 49) Ampco-Pittsburgh Corporation

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 49) Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, $1.00 Par Value Per Share (Title of Class of Securities) 032037103 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone

March 12, 2021 PREC14A

- PREC14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

February 12, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Ampco-Pittsburgh Corp (Name of Issuer) Common Stock (Title of Class of Securities) 032037103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

February 1, 2021 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)* A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)* Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 032037103 (CUSIP Number) Edward F.

January 11, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amedment #2 Under the Securities and Exchange Act of 1934 Ampco–Pittsburgh Corporation (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December 31, 202

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amedment #2 Under the Securities and Exchange Act of 1934 Ampco–Pittsburgh Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 032037103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

January 11, 2021 EX-99.I

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

January 11, 2021 EX-99.II

Joint Filing Agreement

EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated January 11, 2021 in connection with their beneficial ownership of Ampco–Pittsburgh Corporation. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is atta

November 16, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2020 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorpora

November 16, 2020 10-Q

Quarterly Report - 10-Q

Un UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH C

November 16, 2020 EX-4.2

Warrant Agreement between Ampco-Pittsburgh Corporation and Broadridge Corporate Issuer Solutions, Inc. with respect to Series A Warrants, dated September 22, 2020, filed herewith.

Exhibit 4.2 WARRANT AGREEMENT WARRANT AGREEMENT (this “Warrant Agreement”) made as of September 22, 2020 (“Issuance Date”), between Ampco-Pittsburgh Corporation, a Pennsylvania corporation, with offices at 726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106 (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., with offices at 51 Mercedes Way, Edgewood, NY 11717 (“Warrant Agent”).

November 16, 2020 EX-99.1

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Third Quarter 2020 Results

EX-99.1 Exhibit 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA November 16, 2020 Ampco-Pittsburgh Corporation (NYSE: AP) Announces Third Quarter 2020 Results • Corporation reports EPS of $0.07 per diluted share for Q3 2020 despite continued impact of COVID-19 pandemic on end-marke

October 9, 2020 EX-99.II

to Schedule 13G Joint Filing Agreement

EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated October 9, 2020 in connection with their beneficial ownership of Ampco–Pittsburgh Corporation. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attac

October 9, 2020 EX-99.I

to Schedule 13G

EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

October 9, 2020 SC 13G/A

AP / Ampco-Pittsburgh Corp. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 032037103 (CUSIP Number) September 30, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

October 6, 2020 SC 13D/A

AP / Ampco-Pittsburgh Corp. / Louis Berkman Investment CO - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 032037 10 3 (CUSIP Number) Jennifer L. Gloff Secretary and Chief Financial Officer The Louis Berkman Investment Company 600 Gr

October 1, 2020 SC 13D/A

AP / Ampco-Pittsburgh Corp. / 2006 Irrevocable Trust of Laura W. Van Loan for the Benefit of Mary M. Crawford - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)* Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 032037103 (CUSIP Number)

October 1, 2020 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

September 21, 2020 8-A12B

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 25-1117717 (State or other jurisdiction of incorporation (I.R.S. Employer Identification Number) or

September 17, 2020 FWP

Ampco-Pittsburgh Corporation (NYSE: AP) Announces 93% Subscription for its Rights Offering and Extension of Expiration Date to Friday, September 18, 2020

Filed Pursuant to Rule 433 Registration No. 333-239446 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA September 17, 2020 Ampco-Pittsburgh Corporation (NYSE: AP) Announces 93% Subscription for its Rights Offering and Extension of Expiration Date to Friday, September 18, 2020 Carnegie, P

August 25, 2020 SC 13D/A

AP / Ampco-Pittsburgh Corp. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 48) Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, $1.00 Par Value Per Share (Title of Class of Securities) 032037103 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone

August 17, 2020 SC 13D/A

AP / Ampco-Pittsburgh Corp. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 47) Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, $1.00 Par Value Per Share (Title of Class of Securities) 032037103 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone

August 17, 2020 424B3

  Subscription Rights to Purchase Up to 12,800,795 Units Consisting of Up to 5,714,285 Shares of Common Stock and Series A Warrants to Purchase Up to 5,714,285 Shares of Common Stock at a Subscription Price of $1.5624 Per Unit

TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration No. 333-239446   Subscription Rights to Purchase Up to 12,800,795 Units Consisting of Up to 5,714,285 Shares of Common Stock and Series A Warrants to Purchase Up to 5,714,285 Shares of Common Stock at a Subscription Price of $1.5624 Per Unit We are distributing, at no charge, non-transferable subscription rights entitling holders of c

August 13, 2020 EX-99.2

FORM OF LETTER TO SHAREHOLDERS WHO ARE RECORD HOLDERS AMPCO-PITTSBURGH CORPORATION 12,800,795 Units Offered Pursuant to Subscription Rights Distributed to Shareholders of Ampco-Pittsburgh Corporation

Exhibit 99.2 FORM OF LETTER TO SHAREHOLDERS WHO ARE RECORD HOLDERS AMPCO-PITTSBURGH CORPORATION 12,800,795 Units Offered Pursuant to Subscription Rights Distributed to Shareholders of Ampco-Pittsburgh Corporation August 18, 2020 Dear Shareholder: Enclosed are materials relating to a rights offering by Ampco-Pittsburgh Corporation a Pennsylvania corporation (“we,” “us,” “our,” or the “Company”), in

August 13, 2020 S-1/A

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 13, 2020 Registration No.

August 13, 2020 CORRESP

-

Ampco-Pittsburgh Corporation 726 Bell Avenue, Suite 301 Carnegie, Pennsylvania 15106 August 13, 2020 VIA EDGAR U.

August 13, 2020 EX-99.5

AMPCO-PITTSBURGH CORPORATION BENEFICIAL OWNER ELECTION FORM

Exhibit 99.5 THE TERMS AND CONDITIONS OF THE RIGHTS OPPERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED AUGUST 13, 2020 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING, THE INFORMATION AGENT, BY CALLING (212) 269-5550 (BANKERS AND BROKERS) OR (800) 290-6432 (ALL OTHERS) OR BY EMAIL AT [email protected]. AMPCO-PITTSBUR

August 13, 2020 EX-99.1

FORM OF INSTRUCTIONS AS TO USE OF AMPCO-PITTSBURGH CORPORATION NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATES PLEASE CONSULT THE SUBSCRIPTION AND INFORMATION AGENT, YOUR BANK OR BROKER FOR ANY QUESTIONS

Exhibit 99.1 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED AUGUST 13, 2020 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROMD.F. KING, THE INFORMATION AGENT, BY CALLING (212) 269-5550 (BANKERS AND BROKERS) OR (800) 290-6432 (ALL OTHERS) OR BY EMAIL AT [email protected]. FORM OF INSTRUC

August 13, 2020 SC 13D

AP / Ampco-Pittsburgh Corp. / 2006 Irrevocable Trust of Laura W. Van Loan for the Benefit of Mary M. Crawford - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )* Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 032037103 (CUSIP Number) Edw

August 13, 2020 EX-99.6

AMPCO-PITTSBURGH CORPORATION UNITS SUBSCRIBED FOR UPON EXERCISE OF SUBSCRIPTION RIGHTS NOMINEE HOLDER CERTIFICATION

Exhibit 99.6 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED AUGUST 13, 2020 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING, THE INFORMATION AGENT, BY CALLING (212) 269-5550 (BANKERS AND BROKERS) OR (800) 290-6432 (ALL OTHERS) OR BY EMAIL AT [email protected]. AMPCO-PITTSBUR

August 13, 2020 EX-99.4

FORM OF LETTER TO CLIENTS OF BROKERS AND OTHER NOMINEE HOLDERS AMPCO-PITTSBURGH CORPORATION 12,800,795 Units Offered Pursuant to Subscription Rights Distributed to Stockholders of Ampco-Pittsburgh Corporation

Exhibit 99.4 FORM OF LETTER TO CLIENTS OF BROKERS AND OTHER NOMINEE HOLDERS AMPCO-PITTSBURGH CORPORATION 12,800,795 Units Offered Pursuant to Subscription Rights Distributed to Stockholders of Ampco-Pittsburgh Corporation August 18, 2020 To Our Clients: Enclosed for your consideration are a prospectus, dated August 13, 2020 (the “Prospectus”), and the “Instructions as to Use of Ampco-Pittsburgh Co

August 13, 2020 EX-99.3

FORM OF LETTER TO BROKERS AND OTHER NOMINEE HOLDERS AMPCO-PITTSBURGH CORPORATION 12,800,795 Units Offered Pursuant to Subscription Rights Distributed to Shareholders of AMPCO-PITTSBURGH CORPORATION

Exhibit 99.3 FORM OF LETTER TO BROKERS AND OTHER NOMINEE HOLDERS AMPCO-PITTSBURGH CORPORATION 12,800,795 Units Offered Pursuant to Subscription Rights Distributed to Shareholders of AMPCO-PITTSBURGH CORPORATION August 18, 2020 To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees: This letter is being distributed to securities dealers, commercial banks, trust companies and ot

August 13, 2020 EX-99.8

FORM OF NOTICE OF IMPORTANT TAX INFORMATION AMPCO-PITTSBURGH CORPORATION

Exhibit 99.8 FORM OF NOTICE OF IMPORTANT TAX INFORMATION AMPCO-PITTSBURGH CORPORATION This notice is provided in connection with the prospectus of AMPCO-PITTSBURGH CORPORATION (the “Company”) dated August 13, 2020. Under the U.S. federal income tax laws, distributions (including constructive distributions) that may be made by the Company in respect of units (the “Units”) consisting of 0.4464 share

August 13, 2020 EX-4.3

Form of Series A Warrant Certificate, incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-1 filed on July 21, 2020.

Exhbit 4.3 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED AUGUST 13, 2020 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING, THE INFORMATION AGENT, BY CALLING (212) 269-5550 (BANKERS AND BROKERS) OR (800) 290-6432 (ALL OTHERS) OR BY EMAIL AT [email protected]. AMPCO-PITTSBURGH

August 13, 2020 EX-99.7

FORM OF NOTICE OF GUARANTEED DELIVERY

Exhibit 99.7 FORM OF NOTICE OF GUARANTEED DELIVERY This form, or one substantially equivalent hereto, must be used to exercise the subscription rights (the “Rights”) pursuant to the rights offering (the “Rights Offering”) as described in the prospectus dated August 13, 2020 (the “Prospectus”) of Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Company”), if a holder of Rights cannot

August 12, 2020 SC 13D/A

AP / Ampco-Pittsburgh Corp. / Altor Holdings Ltd - AMENDMENT NO. 1 TO SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) AMPCO-PITTSBURGH CORPORATION (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 032037103 (CUSIP Number) Altor Fund II GP Limited 11-15 Seaton Place St. Helier, Jersey JE4 0QH Channel Islands Tel: +44 (0) 1534 833045

August 12, 2020 EX-99.1

Joint Filing Agreement, dated August 12, 2020, between Altor Holdings Limited, Altor Fund II GP Limited and Altor II Aggregator Topco Limited.

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to Common Stock, $1.

August 10, 2020 10-Q

Quarterly Report - 10-Q

Un UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898 AMPCO-PITTSBURGH CORPOR

August 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2020 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporatio

August 5, 2020 EX-99.1

Ampco-Pittsburgh Corporation Announces Second Quarter 2020 Results

EX-99.1 Exhibit 99.1 Contact: Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer (412) 429-2472 [email protected] FOR IMMEDIATE RELEASE CARNEGIE, PA August 5, 2020 Ampco-Pittsburgh Corporation Announces Second Quarter 2020 Results • Corporation reports positive EPS of $0.05 per common share for Q2 despite impact of COVID-19 pandemic. • Return to profitability exten

July 21, 2020 EX-99.1

FORM OF INSTRUCTIONS AS TO USE OF AMPCO-PITTSBURGH CORPORATION NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATES PLEASE CONSULT THE SUBSCRIPTION AND INFORMATION AGENT, YOUR BANK OR BROKER FOR ANY QUESTIONS

Exhibit 99.1 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED     (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROMD.F. KING, THE INFORMATION AGENT, BY CALLING (212) 269-5550 (BANKERS AND BROKERS) OR (800) 290-6432 (ALL OTHERS) OR BY EMAIL AT [email protected]. FORM OF INSTRUCTIONS AS TO

July 21, 2020 EX-99.2

FORM OF LETTER TO SHAREHOLDERS WHO ARE RECORD HOLDERS AMPCO-PITTSBURGH CORPORATION Units Offered Pursuant to Subscription Rights Distributed to Shareholders of Ampco-Pittsburgh Corporation

Exhibit 99.2 FORM OF LETTER TO SHAREHOLDERS WHO ARE RECORD HOLDERS AMPCO-PITTSBURGH CORPORATION Units Offered Pursuant to Subscription Rights Distributed to Shareholders of Ampco-Pittsburgh Corporation    , 2020 Dear Shareholder: Enclosed are materials relating to a rights offering by Ampco-Pittsburgh Corporation a Pennsylvania corporation (“we,” “us,” “our,” or the “Company”), including the Prosp

July 21, 2020 EX-4.4

Form of Warrant Certificate (Incorporated by reference from Exhibit 4.4 of the Registrant’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on July 21, 2020.)

Exhibit 4.4 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW AMPCO-PITTSBURGH CORPORATION Incorporated Under the Laws of the Commonwealth of Pennsylvania CUSIP 032037 111 Warrant Certificate This Warrant Certificate certifies that , or registered assign

July 21, 2020 EX-99.7

FORM OF NOTICE OF GUARANTEED DELIVERY

Exhibit 99.7 FORM OF NOTICE OF GUARANTEED DELIVERY This form, or one substantially equivalent hereto, must be used to exercise the subscription rights (the “Rights”) pursuant to the rights offering (the “Rights Offering”) as described in the prospectus dated     , 2020 (the “Prospectus”) of Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Company”), if a holder of Rights cannot deliv

July 21, 2020 EX-99.3

FORM OF LETTER TO BROKERS AND OTHER NOMINEE HOLDERS AMPCO-PITTSBURGH CORPORATION     Units Offered Pursuant to Subscription Rights Distributed to Shareholders of AMPCO-PITTSBURGH CORPORATION

Exhibit 99.3 FORM OF LETTER TO BROKERS AND OTHER NOMINEE HOLDERS AMPCO-PITTSBURGH CORPORATION     Units Offered Pursuant to Subscription Rights Distributed to Shareholders of AMPCO-PITTSBURGH CORPORATION    , 2020 To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees: This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees

July 21, 2020 EX-99.6

AMPCO-PITTSBURGH CORPORATION UNITS SUBSCRIBED FOR UPON EXERCISE OF SUBSCRIPTION RIGHTS NOMINEE HOLDER CERTIFICATION

Exhibit 99.6 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED      (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING, THE INFORMATION AGENT, BY CALLING (212) 269-5550 (BANKERS AND BROKERS) OR (800) 290-6432 (ALL OTHERS) OR BY EMAIL AT [email protected]. AMPCO-PITTSBURGH CORPORAT

July 21, 2020 EX-4.5

Form of Warrant Agreement (incorporated by reference from Exhibit 4.5 of the Registrant’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on July 21, 2020.)

Exhibit 4.5 WARRANT AGREEMENT WARRANT AGREEMENT (this “Warrant Agreement”) made as of , 2020 (“Issuance Date”), between Ampco-Pittsburgh Corporation, a Pennsylvania corporation, with offices at 726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106 (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., with offices at 51 Mercedes Way, Edgewood, NY 11717 (“Warrant Agent”). WHEREAS, the

July 21, 2020 EX-99.5

AMPCO-PITTSBURGH CORPORATION BENEFICIAL OWNER ELECTION FORM

Exhibit 99.5 THE TERMS AND CONDITIONS OF THE RIGHTS OPPERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED      (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING, THE INFORMATION AGENT, BY CALLING (212) 269-5550 (BANKERS AND BROKERS) OR (800) 290-6432 (ALL OTHERS) OR BY EMAIL AT [email protected]. AMPCO-PITTSBURGH CORPORAT

July 21, 2020 EX-99.4

FORM OF LETTER TO CLIENTS OF BROKERS AND OTHER NOMINEE HOLDERS AMPCO-PITTSBURGH CORPORATION Units Offered Pursuant to Subscription Rights Distributed to Stockholders of Ampco-Pittsburgh Corporation

Exhibit 99.4 FORM OF LETTER TO CLIENTS OF BROKERS AND OTHER NOMINEE HOLDERS AMPCO-PITTSBURGH CORPORATION Units Offered Pursuant to Subscription Rights Distributed to Stockholders of Ampco-Pittsburgh Corporation    , 2020 To Our Clients: Enclosed for your consideration are a prospectus, dated    , 2020 (the “Prospectus”), and the “Instructions as to Use of Ampco-Pittsburgh Corporation Non-Transfera

July 21, 2020 EX-4.3

AMPCO-PITTSBURGH CORPORATION Incorporated under the laws of the Commonwealth of Pennsylvania NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Non-Transferable Subscription Rights to Purchase Units of Ampco-Pittsburgh Corporation Subscripti

Exhbit 4.3 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED    (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING, THE INFORMATION AGENT, BY CALLING (212) 269-5550 (BANKERS AND BROKERS) OR (800) 290-6432 (ALL OTHERS) OR BY EMAIL AT [email protected]. AMPCO-PITTSBURGH CORPORATION

July 21, 2020 S-1/A

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 21, 2020 Registration No.

July 21, 2020 EX-99.8

FORM OF NOTICE OF IMPORTANT TAX INFORMATION AMPCO-PITTSBURGH CORPORATION

Exhibit 99.8 FORM OF NOTICE OF IMPORTANT TAX INFORMATION AMPCO-PITTSBURGH CORPORATION This notice is provided in connection with the prospectus of AMPCO-PITTSBURGH CORPORATION (the “Company”) dated     , 2020. Under the U.S. federal income tax laws, distributions (including constructive distributions) that may be made by the Company in respect of units (the “Units”) consisting of    shares of comm

July 21, 2020 EX-1.1

DEALER-MANAGER AGREEMENT

Exhibit 1.1 DEALER-MANAGER AGREEMENT , 2020 Advisory Group Equity Services, Ltd. doing business as RHK Capital As Dealer-Manager 276 Post Road West Westport, CT 06880 Ladies and Gentlemen: The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Company”)

July 14, 2020 SC 13D/A

AP / Ampco-Pittsburgh Corp. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 46) Ampco-Pittsburgh Corporation (Name of Issuer) Common Stock, $1.00 Par Value Per Share (Title of Class of Securities) 032037103 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone

June 26, 2020 S-1

Registration Statement - S-1

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 26, 2020 Registration No.

June 24, 2020 EX-10.1

Fourth Amendment to the Revolving Credit and Security Agreement, dated June 23, 2020, by and among Ampco-Pittsburgh Corporation and PNC Bank, National Association, as agent for the lenders, and certain lenders, the borrowers, the guarantors and other parties thereto.

EX-10.1 Exhibit 10.1 FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT This Fourth Amendment to Revolving Credit and Security Agreement (this “Fourth Amendment”) is dated this 23rd day of June, 2020, by and among AIR & LIQUID SYSTEMS CORPORATION, a Pennsylvania corporation (“ALS”), UNION ELECTRIC STEEL CORPORATION, a Pennsylvania corporation (“UES”), ALLOYS UNLIMITED AND PROCESSING, LLC,

June 24, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 23, 2020 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation)

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