AP 8-K
Ampco Pittsburgh Corp (AP)
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
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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* On August 1, 2025, the NYSE American LLC filed a Form 25 with the U.S. Securities and Exchange Commission to delist the Series A Warrants in connection with its expiration as of the same date.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Trigger Period Modification Consent
On October 10, 2025, in anticipation of the Structured Insolvency (as defined in Item 2.06 of this Current Report on Form 8-K) of Union Electric Steel UK Limited (“UES-UK”), the lenders under the Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated as of June 25, 2025 (the “Credit Agreement”), among certain subsidiaries of Ampco-Pittsburgh Corporation (“Ampco-Pittsburgh”), the guarantors party thereto and the lender parties thereto, consented to temporarily modify the definition of the Trigger Period for the 45 consecutive day period beginning on the effective date of the Structured Insolvency. As modified, the Trigger Period will commence on any day in which the Undrawn Availability is less than the greater of 12.50% (previously 15%) of the Maximum Revolving Advance Amount or $12.5 million (previously $15 million) and will terminate on any day in which the Undrawn Availability is more than the greater of 12.50% (previously 15%) of the Maximum Revolving Advance Amount or $12.5 million (previously $15 million) for 30 consecutive days (collectively, the “Trigger Period Modification Consent”). Immediately upon expiration of the 45 consecutive day period, the definition of Trigger Period will revert to the definition in effect immediately prior to the Trigger Period Modification Consent. The foregoing description of the Trigger Period Modification Consent is qualified in its entirety by reference to the full text of the Trigger Period Modification Consent, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Indemnification Agreements
On October 13, 2025, Ampco-Pittsburgh and its wholly owned subsidiaries, Union Electric Steel Corporation (“UES”) and Air & Liquid Systems Corporation (“ALS”), entered into indemnification agreements (the “Indemnification Agreements”) with certain officers of Ampco-Pittsburgh, UES and ALS with certain of these officers also being indemnified in their capacities as directors of UES and ALS (each, an “Indemnitee”). The Indemnification Agreements provide that Ampco-Pittsburgh, UES and ALS will (i) indemnify each of their respective Indemnitees to the fullest extent permitted by Pennsylvania law, (ii) advance certain expenses to each of their respective Indemnitees to the maximum extent permitted by Pennsylvania law, and (iii) provide for insurance coverage of each Indemnitee under Ampco-Pittsburgh’s directors and officers insurance policies to the extent permitted under the insurance policies. The foregoing description of the Indemnification Agreements is qualified in its entirety by reference to the full text of the form of the Indemnification Agreements, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
The information disclosed in the last paragraph under Item 2.06 Material Impairments of this Current Report on Form 8-K is incorporated herein by reference. The information and exhibit contained in this Item 2.02 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.
Item 2.06 Material Impairments.
On October 13, 2025, the Directors of UES-UK voluntarily filed a Notice of Intention to appoint certain insolvency practitioners of FRP Advisory Trading Limited (“FRP”) as administrators of UES-UK (collectively, the “Administrators”) pursuant to the requirements of the Insolvency Act 1986 of England and Wales in the High Court of Justice, Business and Property Courts at Leeds (the “Insolvency Court”). On October 14, 2025, (the “Filing Date”), the Directors of UES-UK filed a Notice of Appointment with the Insolvency Court formally appointing the Administrators as administrators of UES-UK. This action is confined to UES-UK exclusively and does not affect Ampco-Pittsburgh or any of its other subsidiaries.
As of the Filing Date, UES-UK is in administration, and its affairs, business and property are being managed by the Administrators (the “Structured Insolvency”). The Administrators will set out its proposals to UES-UK’s creditors which will likely include an orderly wind-down of UES-UK’s financial affairs and sale of its assets.
Any funds remaining after the costs and expenses associated with the Structured Insolvency will be distributed in the order of priority set forth in the Insolvency Act 1986.
As of October 13, 2025, the date immediately prior to the Filing Date, the operating results of UES-UK are included in the consolidated operating results of Ampco-Pittsburgh. Effective as of the Filing Date, Ampco-Pittsburgh will no longer consolidate the operating results of UES-UK. In addition, Ampco-Pittsburgh will (i) write down its investment in UES-UK to its estimated fair value, (ii) recognize the other comprehensive losses of UES-UK deferred in accumulated other comprehensive loss on the consolidated balance sheet of Ampco-Pittsburgh, and (iii) establish a receivable for the estimated amount of funds expected to be returned to the lenders under the Credit Agreement, if any, after the costs and expenses of the Structured Insolvency.
As of September 30, 2025, (i) Ampco-Pittsburgh’s carrying value of its investment in UES-UK approximated $23 million and, since the fair value of UES-UK’s liabilities exceeded the fair value of its assets, the estimated fair value of UES-UK approximated $0, (ii) the amount of other comprehensive losses of UES-UK deferred in accumulated other comprehensive loss on the consolidated balance sheet of Ampco-Pittsburgh approximated $29 million, and (iii) the amount of funds expected to be returned to the lenders under the Credit Agreement approximated $7 to $9 million. Accordingly, Ampco-Pittsburgh would expect to recognize a non-cash impairment charge in the fourth quarter of 2025 ranging between $43 to $45 million, based on estimates as of September 30, 2025. As of the Filing Date, Ampco-Pittsburgh expects its cash expenditures associated with the Structured Insolvency to be insignificant.
Item 7.01 Regulation FD Disclosure.
On October 15, 2025, Ampco-Pittsburgh issued a press release announcing the insolvency proceedings for UES-UK and related matters. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including the information in Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for any purpose, including for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or any other filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing, except to the extent set forth by specific reference in such a filing.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by us or on behalf of Ampco-Pittsburgh Corporation and its subsidiaries (collectively, “we,” “us,” “our,” or the “Corporation”). This Current Report on Form 8-K may include, but is not limited to, statements about operating performance, trends and events we expect or anticipate will occur in the future, including without limitation certain charges and expenses to be recognized in connection with the insolvency proceedings of UES-UK. All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward-looking statements” within the meaning of the Act and words such as “may,” “will,” “intend,” “believe,” “expect,” “anticipate,” “estimate, “project,” “target,” “goal,” “forecast” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations, and involve risks and uncertainties. For us, these risks and uncertainties include, but are not limited to: inability to maintain adequate liquidity to meet our operating cash flow requirements, repay maturing debt and meet other financial obligations including severance costs associated with our anticipated exit from our operations in the U.K.; economic downturns, cyclical demand for our products and insufficient demand for our products; excess global capacity in the steel industry; inability to successfully restructure our operations, exit our U.K. operations, and/or invest in operations that will yield the best long-term value to our shareholders; liability of our subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of our subsidiaries; inability to obtain necessary capital or financing on satisfactory terms to acquire capital expenditures that may be necessary to support our growth strategy; inoperability of certain equipment on which we rely; increases in commodity prices or insufficient hedging against increases in commodity prices, reductions in electricity and natural gas supply or shortages of key production materials for us or our customers;
inability to satisfy the continued listing requirements of the New York Stock Exchange; potential attacks on information technology infrastructure and other cyber-based business disruptions; fluctuations in the value of the U.S. dollar relative to other currencies; changes in the existing regulatory environment; consequences of pandemics and geopolitical conflicts; work stoppage or another industrial action on the part of any of our unions; failure to maintain an effective system of internal control; changes in the global economic environment, inflation, the ongoing impact of tariffs, elevated interest rates, recessions or prolonged periods of slow economic growth, and global instability and actual and threatened geopolitical conflict; and those discussed more fully elsewhere in Item 1A, Risk Factors, in Part I of the Corporation’s latest Annual Report on Form 10-K and Part II of the latest Quarterly Report on Form 10-Q. Additionally as it relates to the insolvency proceedings related to UES-UK, any forward-looking statements are subject to risks and uncertainties related to such proceedings, including but not limited to: the actions of the Administrators and Insolvency Court, the interpretation and application of U.K. insolvency law, potential claims by creditors or other stakeholders, the ability to recover assets, and the broader impact on the Corporation’s consolidated financial condition, results of operations, and strategic plans.
We cannot guarantee any future results, levels of activity, performance or achievements. In addition, there may be events in the future that we are not able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, we assume no obligation, and disclaim any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.
Item 9.01 Financial Statements and Exhibits.
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Exhibits |
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Exhibit 10.1 |
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Exhibit 10.2 |
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Exhibit 99.1 |
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Exhibit 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AMPCO-PITTSBURGH CORPORATION |
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October 15, 2025 |
By: |
/s/ Michael G. McAuley |
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Michael G. McAuley |
EXHIBIT 10.1
October 10, 2025
Ampco-Pittsburgh Corporation,
as Borrowing Agent
726 Bell Avenue, Suite 301
Box 427
Carnegie, PA 15106
Attention: Chief Financial Officer
Re: Credit facility provided to AIR & LIQUID SYSTEMS CORPORATION, a Pennsylvania corporation (“ALS”), UNION ELECTRIC STEEL CORPORATION, a Pennsylvania corporation (“UES”), ALLOYS UNLIMITED AND PROCESSING, LLC, a Pennsylvania limited liability company (“Alloys”), AKERS NATIONAL ROLL COMPANY, a Delaware corporation (“National Roll”), AKERS SWEDEN AB, a company duly incorporated and organized under the laws of Sweden with registration number 556031-8080 (“Akers Sweden”), AKERS AB, a company duly incorporated and organized under the laws of Sweden with registration number 556153-4792 (“Akers AB”) (Akers Sweden and Akers AB are, each a “Swedish Borrower” and collectively, the “Swedish Borrowers”), and UNION ELECTRIC STEEL UK LIMITED, a limited liability company organized under the laws of England and Wales with registered company number 00162966 (the “UK Borrower”)(ALS, UES, Alloys, National Roll, the Swedish Borrowers, the UK Borrower and each Person (as defined in the Credit Agreement (as hereinafter defined)) joined thereto as a borrower from time to time, are collectively, the “Borrowers”, and each a “Borrower”), the Guarantors (as defined in the Credit Agreement) party thereto, the Lenders (as defined in the Credit Agreement) party thereto, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Lenders (hereinafter referred to in such capacity as the “Agent”)
Dear Sir/Madame:
Reference is made to that certain Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated as of June 25, 2025, by and among the Borrowers, the Guarantors, the Lenders and the Agent (as further amended, modified, supplemented, extended, renewed or restated from time to time, the "Credit Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.
Further reference is made to that certain consent letter agreement, dated October 10, 2025, made by the Lenders and the Agent for the benefit of the Borrowers with respect to, among other things, the UK Borrower Structured Insolvency (as defined therein) (as such consent letter agreement may be amended, modified, supplemented or restated from time to time, the "UK Borrower Structured Insolvency Consent Letter").
"Trigger Period" is currently defined in the Credit Agreement to mean, in each case, the period (a) commencing upon (i) the occurrence of an Event of Default or Default or (ii) any day on which Undrawn Availability shall be less than the greater of (y) fifteen percent (15%) of the Maximum Revolving Advance Amount or (z) Fifteen Million and 00/100 Dollars ($15,000,000.00), and (b) terminating when both (i) Undrawn Availability shall have been greater than the greater of (y) fifteen percent (15%) of the Maximum Revolving Advance Amount or (z) Fifteen Million and 00/100 Dollars ($15,000,000.00) for thirty (30) consecutive days and (ii) no Event of Default or Default is continuing (including as a result of the waiver or cure thereof).
The Loan Parties have requested that the Agent and the Required Lenders, upon both (i) the effectiveness of the UK Borrower Structured Insolvency Consent Letter and (ii) the commencement of the UK
Borrower Structured Insolvency having occurred (each as evidenced in form and substance satisfactory to the Agent) (the "UK Effective Date") hereby consent to modify the definition of Trigger Period for the forty-five (45) consecutive day period commencing on the UK Effective Date (the "Trigger Period Modification Period"). Please be advised that, subject to the satisfaction of the Conditions (as defined below), the Agent and the Required Lenders hereby consent and agree that, immediately upon the UK Effective Date, at all times during the Trigger Period Modification Period, the definition of "Trigger Period" shall be amended to mean as follows:
"Trigger Period" shall mean, in each case, the period (a) commencing upon (i) the occurrence of an Event of Default or Default or (ii) any day on which Undrawn Availability shall be less than the greater of (y) twelve and one-half of one percent (12.50%) of the Maximum Revolving Advance Amount or (z) Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000.00), and (b) terminating when both (i) Undrawn Availability shall have been greater than the greater of (y) twelve and one-half of one percent (12.50%) of the Maximum Revolving Advance Amount or (z) Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000.00) for thirty (30) consecutive days and (ii) no Event of Default or Default is continuing (including as a result of the waiver or cure thereof).
It being agreed and acknowledged by the Loan Parties that, immediately upon the expiration of the Trigger Period Modification Period and without any notice, demand or further action by the Agent or any Lender, the definition of "Trigger Period" shall revert to the definition in effect immediately prior to the commencement of the Trigger Period Modification Period.
As used herein, "Conditions" shall mean the performance and/or delivery, in form and substance reasonably satisfactory to the Agent, of the following items:
(a) this letter, duly executed by the Loan Parties; and
(b) on or before the date of this letter agreement, payment of a consent fee in the amount set forth in that certain consent fee letter, dated of even date herewith, by and between Ampco-Pittsburgh Corporation (on behalf of itself and the other Loan Parties) and the Agent, has been received by the Agent.
The consents and agreements contained herein shall be limited to the specific consents and agreements made herein. Except as set forth herein, the Agent and the Lenders hereby expressly reserve all rights, remedies, powers and privileges they have or may have under the Credit Agreement, any of the Other Documents, and applicable law or equity.
This letter constitutes an accommodation to the Loan Parties and the agreements contained herein shall be limited to the specific agreements made herein. Except as otherwise modified herein, all other terms and conditions of the Credit Agreement and the Other Documents continue in full force and effect and are unmodified by this letter.
[INTENTIONALLY LEFT BLANK]
If the foregoing terms and conditions are acceptable to you, please indicate your acceptance by signing in the spaces indicated below. This letter agreement shall constitute a rider to and form a part of the Credit Agreement, as the same may be amended, modified or supplemented from time to time.
PNC Bank, National Association, as Agent and as a Lender
By: /s/ David B. Keith
Name: David B. Keith
Title: Senior Vice President, PNC Bank
First National Bank of Pennsylvania, as a Lender
By: /s/ Angèle Stoebener
Name: Angèle Stoebener
Title: Senior Vice President, First National Bank of Pennsylvania
S&T Bank, as a Lender
By: /s/ Mark Hanak
Name: Mark Hanak
Title: Senior Vice President, S&T Bank
Acknowledged and accepted this
10th day of October, 2025.
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BORROWERS: |
WITNESS/ATTEST:
By: /s/ Keith Zatawski Name: Keith Zatawski Title: Chief Risk Officer, Director of Benefits
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AIR & LIQUID SYSTEMS CORPORATION, a Pennsylvania corporation By: /s/ Michael G. McAuley Name: Michael G. McAuley Title: Vice President and Treasurer
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WITNESS/ATTEST:
By: /s/ Keith Zatawski Name: Keith Zatawski Title: Chief Risk Officer, Director of Benefits
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UNION ELECTRIC STEEL CORPORATION, a Pennsylvania corporation By: /s/ Michael G. McAuley Name: Michael G. McAuley Title: Vice President and Treasurer
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WITNESS/ATTEST:
By: /s/ Keith Zatawski Name: Keith Zatawski Title: Chief Risk Officer, Director of Benefits
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ALLOYS UNLIMITED AND PROCESSING, LLC, a Pennsylvania limited liability company By: /s/ Michael G. McAuley Name: Michael G. McAuley Title: Vice President and Treasurer
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WITNESS/ATTEST:
By: /s/ Keith Zatawski Name: Keith Zatawski Title: Chief Risk Officer, Director of Benefits
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AKERS NATIONAL ROLL COMPANY, a Delaware corporation
By: /s/ Michael G. McAuley Name: Michael G. McAuley Title: Vice President and Treasurer
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WITNESS/ATTEST:
By: /s/ Monica Önnestig Name: Monica Önnestig Title: Finance Manager |
AKERS SWEDEN AB, a company duly incorporated and organized under the laws of Sweden
By: /s/ Jörgen Hedström Name: Jörgen Hedström Title: Managing Director
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BORROWERS (continued): |
WITNESS/ATTEST:
By: /s/ Monica Önnestig Name: Monica Önnestig Title: Finance Manager
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AKERS AB, a company duly incorporated and organized under the laws of Sweden
By: /s/ Jörgen Hedström Name: Jörgen Hedström Title: Managing Director
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WITNESS/ATTEST:
By: /s/ Keith Zatawski Name: Keith Zatawski Title: Chief Risk Officer, Director of Benefits |
UNION electric steel uk limited, a limited liability company organized under the laws of England and Wales
By: /s/ J. Brett McBrayer Name: J. Brett McBrayer Title: Director
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GUARANTORS: |
WITNESS/ATTEST:
By: /s/ Keith Zatawski Name: Keith Zatawski Title: Chief Risk Officer, Director of Benefits |
ampco-pittsburgh corporation, a Pennsylvania corporation By: /s/ Michael G. McAuley Name: Michael G. McAuley Title: Senior Vice President, Chief Financial Officer and Treasurer
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WITNESS/ATTEST:
By: /s/ Keith Zatawski Name: Keith Zatawski Title: Chief Risk Officer, Director of Benefits
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ampco-pittsburgh securities v llc, a Delaware limited liability company By: /s/ Michael G. McAuley Name: Michael G. McAuley Title: Chief Financial Officer and Treasurer
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WITNESS/ATTEST:
By: /s/ Keith Zatawski Name: Keith Zatawski Title: Chief Risk Officer, Director of Benefits |
ampco-pittsburgh securities v investment corporation, a Delaware corporation By: /s/ Michael G. McAuley Name: Michael G. McAuley Title: Vice President and Treasurer
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GUARANTORS (continued): |
WITNESS/ATTEST:
By: /s/ Keith Zatawski Name: Keith Zatawski Title: Chief Risk Officer, Director of Benefits
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ampco ues sub, inc., a Delaware corporation By: /s/ Michael G. McAuley Name: Michael G. McAuley Title: Vice President and Treasurer |
WITNESS/ATTEST:
By: /s/ Keith Zatawski Name: Keith Zatawski Title: Chief Risk Officer, Director of Benefits |
the davy roll company limited, a limited liability company organized under the laws of England and Wales By: /s/ J. Brett McBrayer Name: J. Brett McBrayer Title: Director |
WITNESS/ATTEST:
By: /s/ Keith Zatawski Name: Keith Zatawski Title: Chief Risk Officer, Director of Benefits |
ROLLS TECHNOLOGY INC., a Delaware corporation By: /s/ Michael G. McAuley Name: Michael G. McAuley Title: Vice President and Treasurer |
EXHIBIT 10.2
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of this 13th day of October, 2025, by and between [[Ampco-Pittsburgh Corporation][Air & Liquid Systems Corporation][Union Electric Steel Corporation]], a Pennsylvania corporation (the “Corporation”), and [●] (“Indemnitee”).
BACKGROUND
The Corporation and Indemnitee recognize that highly competent persons have become more reluctant to serve corporations and their subsidiaries, and any entity of which the Corporation is a subsidiary, as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the Corporation or its subsidiaries, or any entity of which the Corporation is a subsidiary, including without limitation the prevalent risk of corporate shareholder litigation.
The Corporation’s Board of Directors has determined that, in order to attract and retain qualified individuals, the Corporation has historically and will attempt in the future to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Corporation and its subsidiaries, and any entity of which the Corporation is a subsidiary, from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Corporation believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against a corporation or business enterprise itself. Subject to the terms thereof, the Corporation’s [Amended and Restated] Articles of Incorporation (as amended, the “Articles of Incorporation”) and By-laws (as amended, the “Bylaws”), as applicable, require indemnification of the directors and officers of the Corporation who was or is made a party to or a witness in, or is threatened to be made a party to or a witness in, any threatened, pending or completed Proceeding (as defined below), whether civil, criminal, administrative or investigative and whether external or internal to the Corporation, by reason of the fact that the indemnitee is or was an authorized representative (as defined in the Bylaws), against all Expenses (as defined below), judgments, penalties, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred or suffered by the indemnitee in connection with such proceeding. Indemnitee may also be entitled to indemnification pursuant to the Pennsylvania Business Corporation Law of 1988 (as amended from time to time, the “PBCL”). The Bylaws and Articles of Incorporation, as applicable, and the PBCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Corporation and members of the Board of Directors, officers and other persons with respect to indemnification.
Given the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons, it is reasonable, prudent and necessary for the Corporation contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law, the Articles of Incorporation and the Bylaws so that they will serve or continue to serve the Corporation and its subsidiaries free from undue concern that they will not be so indemnified.
This Agreement is a supplement to and in furtherance of the Bylaws and Articles of Incorporation and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Indemnitee does not regard the protection available under the Articles of Incorporation, the Bylaws and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Corporation desires Indemnitee to serve in such capacity. Indemnitee is
willing to serve, continue to serve and to take on additional service for or on behalf of the Corporation on the condition that he be so indemnified.
NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director or officer of the Corporation or its subsidiaries, or any entity of which the Corporation is a subsidiary, from and after the date hereof, the parties hereto agree as follows:
Ampco-Pittsburgh Corporation
726 Bell Avenue, Suite 301
P.O. Box 457
Carnegie, PA 15106
Attn: Corporate Secretary
E-mail: [email protected]
With a copy to (which copy shall not constitute notice):
Cozen O’Connor
One Oxford Centre
301 Grant Street, 41stFloor
Pittsburgh, PA 15219
Attn: Jeremiah G. Garvey and Seth H. Popick
E-mail: [email protected] and [email protected]
Notice shall be deemed received on the third business day after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise, notice shall be deemed received when such notice shall actually be received by the Corporation. In addition, Indemnitee shall give the Corporation such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
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Exhibit 99.1
Contact:
Michael G. McAuley
Senior Vice President, Chief Financial Officer and Treasurer
(412) 429-2472
FOR IMMEDIATE RELEASE
CARNEGIE, PA
October 15, 2025
Ampco-Pittsburgh Subsidiary Accelerates Exit from U.K. Operations
Carnegie, PA, October 15, 2025 – Ampco-Pittsburgh Corporation (the “Company”) (NYSE: AP) announced that its wholly owned subsidiary, Union Electric Steel Corporation, has exited its U.K. cast roll operations. This exit effectively eliminates the operating losses to be incurred by its U.K. subsidiary, Union Electric Steel UK Limited. (“UES-UK”), starting in the fourth quarter 2025, rather than in the spring of 2026 as previously announced, and the significant cash plant closure costs associated with the previously anticipated wind-down operational plan. The Company is also increasing the estimated cost savings resulting from the exit to result in approximately $7 to $8 million increase in adjusted EBITDA on an annualized run-rate basis.
The exit became effective October 14, 2025, when UES-UK was placed into administration through a voluntary insolvent wind-up. This action is confined to the UES-UK subsidiary exclusively and does not affect the Company or any of its other subsidiaries.
Brett McBrayer, CEO of Ampco-Pittsburgh Corporation, stated: “With the conclusion of the consultation process yielding no viable solution, and considering the high cost of a wind-down closure along with the recent tariff volatility affecting demand and order timing in our roll business, we accelerated our exit from the U.K. This action ends the significant losses we have experienced over the past several years and removes excess capacity from our portfolio and the marketplace. On a full-year basis going forward, we expect an improvement of $7 to $8 million in adjusted EBITDA on an annualized run-rate basis, while avoiding large cash closure outflows and significantly reducing risks. We have been and will continue to work with our customers to help manage their cast roll supply needs in the near term and into the future. As a result of the U.K. exit, capacity utilization at our Sweden cast roll facility will increase significantly.”
Sam Lyon, President of Union Electric Steel Corporation, said: “Our U.K. operations have faced many challenges for several years, including unpredictable and high energy costs compared to our competitors, lack of demand for our product manufactured in the U.K., and increased imports of rolls and flat rolled steel into Europe from low-cost countries.”
“These headwinds created an unsustainable loss-making position for the past three financial years, with further losses expected for 2025 and projected beyond, had we not exited. Despite actively engaging with the Department for Business and Trade and exploring the sale of the plant, we were unable to find a sustainable solution to keep the plant operating. After thorough consideration and having explored all options, we
concluded that an exit was the only viable path forward to ensure a strong future for our remaining operations.”
“We extend our deepest gratitude to all our customers who have supported our U.K. operations throughout the years. We will continue to support you with our operations in the U.S., Sweden, Slovenia, and our joint ventures in China. Finally, I would be remiss to not recognize the excellent leadership team and dedicated workforce at our U.K. operations. This was an extremely difficult decision.”
In connection with this action, the Company must fully deconsolidate the financial position and financial results of its UES-UK subsidiary from its consolidated financial statements in the fourth quarter of 2025. Based on estimated values as of September 30, 2025, the Company expects to recognize a non-cash charge of approximately $43 to $45 million in the fourth quarter of 2025 comprised of an (i) approximate $23 million charge for the write down of the Company’s investment in UES-UK to its estimated fair value and an (ii) approximate $29 million charge for the recognition of other comprehensive losses of UES-UK deferred in accumulated other comprehensive loss on the consolidated balance sheet of Ampco-Pittsburgh offset by (iii) an approximate $7 to $9 million credit for the estimated amount of funds expected to be returned over time to the lenders under the Company’s revolving credit facility from asset liquidations, thereby reducing the Company’s outstanding balance under the revolving credit facility.
About Ampco-Pittsburgh Corporation and Union Electric Steel Corporation
Ampco-Pittsburgh Corporation manufactures and sells highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. Through its operating subsidiary, Union Electric Steel Corporation, it is a leading producer of forged and cast rolls for the global steel and aluminum industries. It also manufactures open-die forged products that are sold principally to customers in the steel distribution market, oil and gas industry, and the aluminum and plastic extrusion industries. The Corporation is also a producer of air and liquid processing equipment, primarily custom-engineered finned tube heat exchange coils, large custom air handling systems and centrifugal pumps. It operates manufacturing facilities in the United States, Sweden, and Slovenia and participates in three operating joint ventures located in China. It has sales offices in North America, Asia, Europe, and the Middle East. Corporate headquarters is located in Carnegie, Pennsylvania.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by us or on behalf of Ampco-Pittsburgh Corporation and its subsidiaries (collectively, “we,” “us,” “our,” or the “Corporation”). This press release may include, but is not limited to, statements about operating performance, trends and events we expect or anticipate will occur in the future, statements about sales and production levels, timing of orders for our products, restructurings, the impact from pandemics and geopolitical conflicts, profitability and anticipated expenses, inflation, the global supply chain, tariffs and global trade, future proceeds from the exercise of outstanding warrants, and cash outflows. All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward-looking statements” within the meaning of the Act and words such as “may,” “will,” “intend,” “believe,” “expect,” “anticipate,” “estimate, “project,” “target,” “goal,” “forecast” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations, and involve risks and uncertainties. For us, these risks and uncertainties include, but are not limited to: inability to maintain adequate liquidity to meet our operating cash flow requirements, repay maturing debt and meet other financial obligations; economic downturns,
cyclical demand for our products and insufficient demand for our products; excess global capacity in the steel industry; inability to successfully restructure our operations and/or invest in operations that will yield the best long-term value to our shareholders; liability of our subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of our subsidiaries; inability to obtain necessary capital or financing on satisfactory terms to acquire capital expenditures that may be necessary to support our growth strategy; inoperability of certain equipment on which we rely; increases in commodity prices or insufficient hedging against increases in commodity prices, reductions in electricity and natural gas supply or shortages of key production materials for us or our customers; inability to satisfy the continued listing requirements of the New York Stock Exchange or the NYSE American Exchange; potential attacks on information technology infrastructure and other cyber-based business disruptions; fluctuations in the value of the U.S. dollar relative to other currencies; changes in the existing regulatory environment; consequences of pandemics and geopolitical conflicts; work stoppage or another industrial action on the part of any of our unions; failure to maintain an effective system of internal control; changes in the global economic environment, inflation, elevated interest rates, recessions or prolonged periods of slow economic growth, and global instability and actual and threatened geopolitical conflict; and those discussed more fully elsewhere in Item 1A, Risk Factors, in Part I of the Corporation’s latest Annual Report on Form 10-K and Part II of the latest Quarterly Report on Form 10-Q. We cannot guarantee any future results, levels of activity, performance or achievements. In addition, there may be events in the future that we are not able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, we assume no obligation, and disclaim any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.