Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(in thousands, except per share amounts)

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"). Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10-Q, as well as the condensed consolidated financial statements and notes hereto, may include, but are 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, the continued impact of tariffs, global trade conditions, 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:

Additionally, as it relates to the insolvency proceedings of Union Electric Steel UK Limited ("UES-UK"), an indirect wholly owned subsidiary of the Corporation, any forward-looking statements are subject to risks and uncertainties related to such proceedings,

including but not limited to: the actions of the certain insolvency practitioners of FRP Advisory Trading Limited ("FRP") as administrators of UES-UK (collectively, the "Administrators") and the High Court of Justice, Business and Property Courts at Leeds (the "Insolvency Court"); the interpretation and application of U.K. insolvency law; potential claims by creditors or other stakeholders; the ability to recover assets; the rights of purported secured creditors to satisfy their claims and reduce our obligations to them; and the broader impact on the Corporation's condensed 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.

The Business

The Corporation manufactures and sells highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. It operates in two business segments - the Forged and Cast Engineered Products ("FCEP") segment and the Air and Liquid Processing ("ALP") segment. This segment presentation is consistent with how the Corporation's chief operating decision-maker evaluates financial performance and makes resource allocation and strategic decisions about the business.

The FCEP segment produces forged hardened steel rolls, cast rolls and forged engineered products ("FEP"). Forged hardened steel rolls are used primarily in hot and cold rolling mills by producers of steel, aluminum and other metals. Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot strip mills, medium/heavy section mills, roughing mills, and plate mills. FEP principally are sold to customers in the steel distribution market, oil and gas industry and aluminum and plastic extrusion industries. The segment has operations in the United States, Sweden, Slovenia, and an equity interest in two joint venture companies in China. Collectively, the segment primarily competes with European, Asian and North and South American companies in both domestic and foreign markets and distributes a significant portion of its products through sales offices located throughout the world.

The ALP segment includes Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid Systems Corporation ("Air & Liquid"), a wholly owned subsidiary of the Corporation. Aerofin produces custom-engineered finned tube heat exchange coils and related heat transfer products for a variety of industries including original equipment manufacturers ("OEM") and commercial, nuclear power generation and industrial manufacturing. Buffalo Air Handling produces large custom-designed air handling systems for institutional (e.g., hospital, university), pharmaceutical and general industrial building markets. Buffalo Pumps manufactures centrifugal pumps for the fossil-fueled power generation, marine defense and industrial refrigeration industries. The segment has operations in Virginia and New York with headquarters in Carnegie, Pennsylvania. The segment utilizes an independent group of sales offices located throughout the United States and Canada.

UES-UK and AUP

On October 14, 2025, (the "Filing Date"), the Directors of UES-UK filed a Notice of Appointment with the High Court of Justice, Business and Property Courts at Leeds formally appointing FRP as Administrators of UES-UK. This action was confined to UES-UK exclusively and did not affect the Corporation or any of its other subsidiaries. As of the Filing Date, UES-UK was in administration and its affairs, business and property were being managed by the Administrators (the "Structured Insolvency").

Through October 13, 2025, the date immediately prior to the Filing Date, the operating results of UES-UK are included in the condensed consolidated operating results of the Corporation. Effective as of the Filing Date, the Corporation no longer consolidates the operating results of UES-UK, as the Corporation no longer has decision-making control over UES-UK. As of the Filing Date, the Corporation (i) wrote down its investment in UES-UK to its estimated fair value; (ii) recognized the other comprehensive losses of UES-UK deferred in accumulated other comprehensive loss; and (iii) established an estimated recovery for the amount of funds expected to be returned to the lenders under the Corporation's Second Amended and Restated Revolving Credit, Term Loan and Security Agreement (the "Credit Agreement"), if any, after the costs and expenses of the Structured Insolvency, since the accounts receivables, inventories, and equipment of UES-UK were held as collateral under the Credit Agreement (the "Estimated Recovery").

The Estimated Recovery recorded and outstanding as of December 31, 2025 equaled $7,500, which was based on the Corporation's assessment of the expected recovery from the insolvency proceedings, including consideration of information provided by the Administrators such as the value and the priority of the claims by various creditors. In January 2026, the Administrators distributed $1,255, which was returned to the lenders under the Credit Agreement and reduced the Corporation's balance outstanding under the Credit Agreement. As of March 31, 2026, the Corporation evaluated the collectability of the remaining Estimated Recovery and, based on updated information received from the Administrators including lower funds expected to be available for future distributions, wrote down the Estimated Recovery by $875 which is recognized as a Deconsolidation Charge in the accompanying condensed consolidated statement of operations.

The Corporation will continue to evaluate the collectability of the Estimated Recovery and will adjust the Estimated Recovery based on facts and circumstances at each reporting date. If it is determined the Estimated Recovery is expected to be lower than currently estimated, then the Estimated Recovery would be reduced and a charge to net (loss) income would be recorded. Similarly, if it is determined the Estimated Recovery is expected to be higher than currently estimated, then the Estimated Recovery would be increased and a credit to net (loss) income would be recorded. Any recovery will be distributed in the order of priority set forth in the Insolvency Act 1986.

In addition, during 2025, the Corporation closed its non-core steel distribution facility located in Ohio previously held by Alloys Unlimited and Processing, LLC ("AUP"). In December 2025, AUP was merged into Union Electric Steel Corporation, a direct wholly owned subsidiary of the Corporation.

Executive Overview

For the FCEP segment, global steel manufacturing capacity continues to exceed global steel product consumption. Steel demand is soft but, to date, has been improving for the segment's largest markets. In the third quarter of 2025, the U.S. government announced new tariffs on coated steel imports and, effective April 2026, tariffs were increased to 50% on most flat-rolled steel imported into the United States. These additional tariff protections cover more products for our North American customers and have meaningfully reduced imports, thereby supporting pricing, improving U.S. steel mill utilization and, in turn, increasing the number of rolling mill rolls being consumed, a positive for the segment.

Tariffs are now applied to steel forged and cast rolls shipped from the segment's European facilities to the United States and to U.S. forged and cast rolls shipped to China. Steel is an important distinction as the highest volume of cast rolls imported into the United States is subject only to a country-specific tariff of 10%, which will expire in the third quarter of 2026, instead of the higher rates on steel forged roll imports. As the U.S. market is underserved for cast rolls, these tariffs have had little effect on our business. Tariffs remain in place for products that compete with our FEP products, resulting in increases in orders and higher margins.

Following the closure of its U.K. facility, the primary focus for the FCEP segment is to optimize its facility in Sweden, including increasing production levels and improving product mix by eliminating certain lower-margin orders. In addition, the segment aims to improve its profitability by maintaining a strong position in the Western roll market and continuing to improve operational efficiency.

For the ALP segment, businesses are benefiting from increased demand across the power generation and defense sectors. By prioritizing customer relationships and delivering highly engineered solutions, we believe the segment has successfully increased market share and is actively investing in increased capacity to support this growth. Though it continues to face rising production costs due to inflation, the segment has mitigated these effects through strategic price increases. The focus for this segment is to grow revenues, strengthen engineering and manufacturing capabilities and continue to improve its sales distribution network.

The Corporation is actively monitoring, and will continue to actively monitor, changes prompted by the U.S. government, repercussions from the ongoing Middle East conflicts and similar geopolitical matters, economic conditions, and other developments relevant to its business including the potential impact on its operations, financial condition, liquidity, suppliers, industry, and workforce.

Selected Financial Information

Net sales approximated $108,327 and $104,265 for the three months ended March 31, 2026 and 2025, respectively, an improvement of $4,062. A discussion of net sales for the Corporation's two segments is included below.

Income from operations approximated $2,562 and $3,850 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $1,288. Income from operations for the three months ended March 31, 2026 includes the Deconsolidation Charge of $875 associated with the write-down of the Estimated Recovery. A discussion of income from operations for the Corporation's two segments is included below.

Backlog equaled $345,532 as of March 31, 2026 versus $328,937 as of December 31, 2025. Backlog represents the accumulation of firm orders on hand which: (i) are supported by evidence of a contractual arrangement, (ii) include a fixed and determinable sales price, (iii) have reasonably assured collectability, and (iv) generally are expected to ship within two years from the backlog reporting date. Backlog at a certain date may not be a direct measure of future revenue for a particular order because price increases, negotiated subsequently to the original order, are not included in backlog until the updated contract is received from the customer, certain surcharges are not determinable until the order is complete and ready for shipment to the customer, and certain orders are denominated in currency other than the functional (local) currency of the subsidiary and are not hedged. Approximately 18% of the backlog is expected to be released after 2026. A discussion of backlog by segment is included below.

Costs of products sold, excluding depreciation and amortization, as a percentage of net sales, for the three months ended March 31, 2026 and 2025 approximated 80.1% and 78.7% respectively, with the increase primarily being driven by the FCEP segment. See further discussion in the below commentary for the Corporation's two segments.

Selling and administrative expenses approximated $13,884 and $13,659 for the three months ended March 31, 2026 and 2025, respectively, an increase of $225. Closure of UES-UK and AUP in the fourth quarter of 2025 eliminated approximately $970 of selling and administrative costs for the three months ended March 31, 2026 when compared to the three months ended March 31, 2025 offset by higher commissions for the ALP segment of approximately $600, higher employee-related costs, and general inflationary increases.

Depreciation and amortization approximated $4,258 and $4,636 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $378 principally attributable to the absence of depreciation for UES-UK and AUP for the three months ended March 31, 2026 when compared to the three months ended March 31, 2025.

Interest expense was comparable for the three months ended March 31, 2026 and 2025, primarily due to:

Other income - net is comprised of the following:

Other income - net fluctuated primarily due to lower net pension and other postretirement income, which is principally attributable to the U.S. defined benefit pension plan reaching a fully funded status in early 2026, resulting in a change in its investment strategies to a more conservative portfolio.

Income tax provision for each of the periods includes income taxes associated with the Corporation's profitable operations. An income tax benefit is not able to be recognized on losses of certain of the Corporation's entities since it is "more likely than not" the asset will not be realized. Accordingly, changes in the income tax provision for each of the periods include the effects of changes in the pre-tax income of the Corporation's profitable operations in each jurisdiction and changes in expectations as to whether an income tax benefit will be able to be realized for the deferred income tax assets recognized.

The income tax provisions for three months ended March 31, 2025 includes a one-time income tax benefit of approximately $500, resulting from the Corporation's majority-owned Chinese joint venture initially qualifying as a high-tech enterprise ("HTE"). As a HTE, the earnings of the Chinese joint venture through the end of 2026 will be taxed at a rate of 15% (versus 25%). The HTE status is renewable, subject to certain criteria being met, for which the Chinese joint venture expects to renew.

Valuation allowances are recorded against the majority of the Corporation's deferred income tax assets. The Corporation will maintain the valuation allowances until there is sufficient evidence to support the reversal of all or some portion of the allowances. Given the Corporation's current earnings and anticipated future earnings in Sweden and in the United States, the Corporation believes there is a reasonable possibility within the next 12 months, sufficient positive evidence may become available to allow the Corporation to conclude some portion of the valuation allowance will no longer be needed. Release of any portion of the valuation allowance would result in the recognition of deferred income tax assets on the Corporation's condensed consolidated balance sheet and a decrease to the Corporation's income tax expense in the period the release is recorded. The exact timing and the amount of the valuation allowance released are subject to, among many items, the level of profitability achieved. Once the valuation allowance is completely reversed, a tax provision would be recognized on future earnings.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the United States. OBBBA introduces multiple tax law and legislative changes. The Corporation has recognized the effects of the OBBBA provisions in its condensed consolidated financial statements to the extent they are applicable. Certain provisions of the OBBBA have effective dates after the date of this Quarterly Report on Form 10-Q; accordingly, the Corporation will continue to evaluate the impact of these provisions on its future condensed consolidated financial statements.

Net loss attributable to Ampco-Pittsburgh and net loss per common share attributable to Ampco-Pittsburgh equaled $(867), or $(0.04) per common share for the three months ended March 31, 2026 and included the Deconsolidation Charge, which increased the net loss attributable to Ampco-Pittsburgh and net loss per common share attributable to Ampco-Pittsburgh by $875 and $0.04 per common share for the three months ended March 31, 2026.

Net income attributable to Ampco-Pittsburgh and net income per common share attributable to Ampco-Pittsburgh for the three months ended March 31, 2025 equaled $1,142, or $0.06 per common share and included the income tax benefit resulting from the Corporation's majority-owned Chinese joint venture qualifying as an HTE of approximately $500, which improved net income attributable to Ampco-Pittsburgh and net income per common share attributable to Ampco-Pittsburgh by approximately $299 and $0.01 per common share for the three months ended March 31, 2025.

Net Sales and Operating Results by Segment

Forged and Cast Engineered Products

Net sales for the three months ended March 31, 2026 decreased $1,478 when compared to the same period of the prior year primarily due to:

Income from operations for the three months ended March 31, 2026 decreased by $2,999 when compared to the three months ended March 31, 2025 primarily due to:

Backlog decreased at March 31, 2026 from December 31, 2025 by $6,863 primarily due to timing with customer orders for 2027 expected later in 2026. Additionally, lower exchange rates used to translate the backlog of the Corporation's foreign subsidiaries into

the U.S. dollar decreased backlog at March 31, 2026, when compared to backlog at December 31, 2025, by approximately $2,600. At March 31, 2026, approximately 11% of the segment's backlog is expected to ship after 2026.

Air and Liquid Processing

The increase in net sales for the three months ended March 31, 2026, when compared to the same period of the prior year, is primarily due to:

The improvement in operating income for the three months ended March 31, 2026, when compared to the three months ended March 31, 2025, is principally due to:

Backlog at March 31, 2026 improved when compared to backlog at December 31, 2025 by approximately $23,458 with each of the product lines improving. In particular, backlog for:

At March 31, 2026, approximately 28% of the segment's backlog is expected to ship after 2026.

Non-GAAP Financial Measures

The Corporation presents non-GAAP adjusted EBITDA and non-GAAP adjusted income from operations. Non-GAAP adjusted EBITDA is calculated as net (loss) income excluding interest expense, other income - net, income tax provision, depreciation and amortization, and stock-based compensation along with significant charges or credits that are one-time charges or credits, unrelated to the Corporation's ongoing results of operations, or beyond its control. Non-GAAP adjusted income from operations is calculated as income from operations excluding depreciation and amortization and stock-based compensation along with significant charges or credits that are one-time charges or credits, unrelated to the segment's ongoing results of operations, or beyond its control. These non-GAAP financial measures were adjusted to exclude the Deconsolidation Charge. Additionally, these non-GAAP financial measures are not based on any standardized methodology prescribed by accounting principles generally accepted in the United States of America ("GAAP") and may not be comparable to similarly titled measures presented by other companies.

These measures are key measures used by the Corporation's management and Board of Directors to understand and evaluate the operating performance of the Corporation and its segments. The Corporation's management and Board of Directors believe these non-GAAP measures enhance comparability to companies in its stated industry peer group. Additionally, a portion of the incentive and compensation arrangements for certain employees is based on the Corporation's business performance.

The Corporation believes these non-GAAP financial measures help identify underlying trends in its business that otherwise could be masked by the effect of these items that it excludes from adjusted EBITDA and adjusted income from operations. The Corporation also believes these non-GAAP financial measures provide useful information to management, shareholders and investors, and others in understanding and evaluating its operating results, enhancing the overall understanding of its past performance and future prospects and allowing for greater transparency with respect to key financial metrics used by the Corporation's management in its financial and operational decision-making. In particular, the Corporation believes the exclusion of the Deconsolidation Charge can provide a useful measure for period-to-period comparisons of the Corporation's core business performance.

Non-GAAP adjusted EBITDA and non-GAAP adjusted income from operations are not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are limitations related to the use of non-GAAP adjusted EBITDA, rather than net (loss) income, or non-GAAP adjusted income from operations, rather than income from operations, which are the nearest GAAP equivalents. Among other things, there can be no assurance that additional expenses similar to the Deconsolidation Charge will not occur in future periods.

The adjustments reflected in non-GAAP adjusted income from operations are pre-tax. No income tax benefit was able to be recognized for these non-GAAP adjustments since the underlying operations remained in a three-year cumulative loss position as of March 31, 2026.

The following is a reconciliation of net (loss) income to non-GAAP adjusted EBITDA for the three months ended March 31, 2026 and 2025, respectively:

The following is a reconciliation of income from operations to non-GAAP adjusted income from operations for the three months ended March 31, 2026 and 2025, respectively:

Liquidity and Capital Resources

Net cash flows provided by (used in) operating activities equaled $1,647 and $(5,280) for the three months ended March 31, 2026 and 2025, respectively, a change of $6,927 primarily due to:

Trade receivables at March 31, 2026 increased by approximately $14,600 when compared to trade receivables at December 31, 2025 primarily due to:

Asbestos-related payments are expected to continue in the foreseeable future. The amount of asbestos-related payments and corresponding insurance recoveries are difficult to predict and can vary based on a number of factors, including changes in assumptions, as outlined in Note 15 to the condensed consolidated financial statements.

The Deconsolidation Charge of $875 recognized during the three months ended March 31, 2026 is a non-cash charge and did not impact net cash flows provided by (used in) operating activities.

Net cash flows used in investing activities equaled $(3,233) and $(1,711) for the three months ended March 31, 2026 and 2025, respectively, an increase of $(1,522) primarily due to:

At March 31, 2026, commitments for future capital expenditures approximated $8,400, which is expected to be spent over the next 12-18 months.

Net cash flows provided by (used in) financing activities equaled $182 and $(1,727) for the three months ended March 31, 2026 and 2025, respectively, a change of $1,909 which is primarily due to:

The current portion of debt increased approximately $3,100 as of March 31, 2026 from December 31, 2025 due to higher balances outstanding as swing loans. Swing loans are temporary advances under the revolving credit facility and short-term in nature. Accordingly, swing loans are classified as a current liability until the amount is either repaid, as customers remit payments, or, if elected by the Corporation, refinanced as a longer-term loan under the revolving credit facility.

The effect of exchange rate changes on cash and cash equivalents is primarily attributable to the fluctuation of the Swedish krona and Chinese yuan against the U.S. dollar.

As a result of the above, cash and cash equivalents decreased by $1,477 during 2026 and ended the period at $9,226 in comparison to $10,703 at December 31, 2025. The majority of the Corporation's cash and cash equivalents is held by its foreign operations. Domestic customer remittances are used to repay borrowings under the Corporation's revolving credit facility daily, resulting in minimal cash maintained by the Corporation's domestic operations. Cash held by the Corporation's foreign operations is considered to be permanently re-invested; accordingly, a provision for estimated local and withholding tax has not been made. If the Corporation were to remit any foreign earnings to it or any of its U.S. entities, the estimated tax impact would be insignificant.

Funds on hand, funds generated from future operations and availability under the Corporation's revolving credit facility are expected to be sufficient to finance the Corporation's operational requirements, debt service costs, net asbestos payments, and capital expenditures. As of March 31, 2026, remaining availability under the revolving credit facility approximated $30,825, net of standard availability reserves. Since a significant portion of the Corporation's debt includes variable rate interest, increases in the underlying benchmark rates will increase the Corporation's debt service costs. Similarly, decreases in the underlying benchmark rates will decrease the Corporation's debt service costs.

The maturity date for the revolving credit facility is June 25, 2030 and, subject to the other terms and conditions of the revolving credit agreement, will become due on that date. Additionally, while the Corporation anticipates it has sufficient liquidity to finance the Corporation's operational requirements, debt service costs, net asbestos payments, and capital expenditures, it may from time to time consider alternatives, potential transactions and other strategies in an attempt to enhance its liquidity. Given such measures are forward-looking, the Corporation cannot ensure it will be successful in achieving such enhancements to improve its liquidity.

Litigation and Environmental Matters

See Note 15 and Note 16 to the condensed consolidated financial statements.

Critical Accounting Policies

The Corporation's critical accounting policies, as summarized in its Annual Report on Form 10-K for the year ended December 31, 2025, remain unchanged.

Recently Issued Accounting Pronouncements

See Note 1 to the condensed consolidated financial statements.