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Item 8. Financial Statements and Supplementary Data

2026-03-05 compared with 2025-03-06 · 205 added, 186 removed, 936 unchanged (29% of the section changed)

4 unchanged sentences

Consolidated Balance Sheets — December 31, 2025 and 2024

Consolidated Statements of Operations — Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Income— Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive Income (Loss) — Years Ended December 31, 2025, 2024 and 2023

7 unchanged sentences

We have audited the accompanying consolidated balance sheets of Park-Ohio Holdings Corp.

and Subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

and Subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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Goodwill is tested at the reporting unit level for impairment utilizing a combination of valuation techniques including the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach.

Auditing management’s quantitative goodwill impairment assessment for certain of its reporting units was complex and highly judgmental due to the significant estimation required to determine the fair value of the reporting units.

In particular, the fair value estimate was sensitive to significant assumptions, such as revenue growth rates, operating margins and weighted average cost of capital (WACC), which are impacted by expectations of future market or economic conditions.

Auditing management’s quantitative goodwill impairment assessment for certain of its reporting units was complex due to the use of a valuation methodology in the determination of the estimated fair values of the reporting units.

In particular, the fair value estimates are impacted by the weighted average cost of capital (WACC) which is a significant assumption used in the discounted cash flow method for certain reporting units.

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process.

This included controls over management’s review of the significant assumptions underlying the fair value determination described above.

To test the estimated fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions described above and the underlying data used by the Company in its analysis.

For example, we compared the significant assumptions used by management to current industry and economic trends and to historical results.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.

We also involved our specialists to review the methodology, and certain assumptions such as the WACC.

This included controls over management’s review of the methodology and model, including sensitivities performed on the related inputs, including the WACC, to understand their impact on the related fair value estimates.

To test the estimated fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing the valuation methodology and testing the completeness and accuracy of the underlying data used by the Company in its model.

For example, we compared certain inputs used by management to current industry and economic trends and to historical results.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of inputs to the model, such as inputs to the WACC to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.

We also involved our specialists to review the fair value methodology and the WACC.

In addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.

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and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of EMA Indutec GmbH (“EMA”), which is included in the 2024 consolidated financial statements of the Company and constituted less than 3% of total assets as of December 31, 2024 and less than 2% of total revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of EMA.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated March 6, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated March 5, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Goodwill 115.8 111.7

Intangible assets, net 71.9 73.3

Pension assets 93.3 85.3

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Current portion of operating lease liabilities 10.9 10.7

Accrued employee compensation 35.7 31.8

Other accrued expenses 111.5 107.8

Accrued expenses 147.6 147.2

Total current liabilities 366.6 361.1

2 unchanged sentences

Long-term operating lease liabilities 30.4 29.8

Deferred income taxes 11.7 9.0

Other long-term liabilities 19.1 18.8

22 unchanged sentences

and Subsidiaries

Consolidated Statements of Operations

Consolidated Statements of Income

Year Ended December 31,

5 unchanged sentences

Restructuring and other special charges 6.4 4.9 6.6

Asset impairment charges 8.9 — —

Gains on sales of assets, net — ( 2.5 ) ( 0.8 )

3 unchanged sentences

Interest expense, net ( 47.5 ) ( 47.4 ) ( 45.1 )

Loss on extinguishment of debt ( 2.0 ) — —

Income from continuing operations before income taxes 23.8 44.4 41.5

Income tax (expense) benefit ( 4.9 ) ( 8.5 ) 0.7

Income tax expense ( 2.8 ) ( 4.9 ) ( 8.5 )

Income from continuing operations 21.0 39.5 33.0

Loss (income) attributable to noncontrolling interest 2.7 1.0 ( 1.3 )

Loss attributable to noncontrolling interests 3.8 2.7 1.0

Income from continuing operations attributable to ParkOhio common shareholders 24.8 42.2 34.0

Loss from discontinued operations, net of tax (Note 7) ( 1.0 ) ( 10.4 ) ( 26.2 )

Net income (loss) attributable to ParkOhio common shareholders $ 31.8 $ 7.8 $ ( 14.2 )

Net income attributable to ParkOhio common shareholders $ 23.8 $ 31.8 $ 7.8

Earnings (loss) per common share attributable to ParkOhio common shareholders:

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(In millions)

Net income (loss) attributable to ParkOhio common shareholders before noncontrolling interest $ 29.1 $ 6.8 $ ( 12.9 )

Other comprehensive (loss) income:

Net income attributable to ParkOhio common shareholders before noncontrolling interests $ 20.0 $ 29.1 $ 6.8

Other comprehensive income (loss):

Currency translation 26.1 ( 15.9 ) 7.7

Pensions and other postretirement benefits, net of tax 3.7 7.8 10.4

Total other comprehensive (loss) income ( 8.1 ) 18.1 ( 42.6 )

Total comprehensive income (loss), net of tax 21.0 24.9 ( 55.5 )

Comprehensive loss (income) attributable to noncontrolling interest 2.7 1.0 ( 1.3 )

Comprehensive income (loss) attributable to ParkOhio common shareholders $ 23.7 $ 25.9 $ ( 56.8 )

Total other comprehensive income (loss) 29.8 ( 8.1 ) 18.1

Total comprehensive income, net of tax 49.8 21.0 24.9

Comprehensive loss attributable to noncontrolling interests 3.8 2.7 1.0

Comprehensive income attributable to ParkOhio common shareholders $ 53.6 $ 23.7 $ 25.9

The accompanying notes are an integral part of these consolidated financial statements.

9 unchanged sentences

Balance at January 1, 2023 16,653,928 $ 16.6 $ 149.8 $ 238.8 $ ( 86.9 ) $ ( 61.8 ) $ 11.4 $ 267.9

Comprehensive (loss) income — — — ( 14.2 ) — ( 42.6 ) 1.3 ( 55.5 )

Comprehensive income (loss) — — — 7.8 — 18.1 ( 1.0 ) 24.9

Stock-based compensation — — 6.5 — — — — 6.5

8 unchanged sentences

Restricted stock cancelled ( 36,698 ) — — — — — — —

Issuances of common stock 1,041,590 1.0 29.4 — — — — 30.4

Dividends — — — ( 6.7 ) — — ( 0.5 ) ( 7.2 )

5 unchanged sentences

Restricted stock cancelled ( 21,520 ) — — — — — — —

Issuances of common stock 1,041,590 1.0 29.4 — — — — 30.4

Dividends — — — ( 7.2 ) — — ( 0.6 ) ( 7.8 )

12 unchanged sentences

Income from continuing operations $ 21.0 $ 39.5 $ 33.0

Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities from continuing operations:

Adjustments to reconcile income from continuing operations to net cash provided by operating activities from continuing operations:

Depreciation and amortization 33.0 33.6 31.7

Stock-based compensation 5.5 5.6 6.5

Loss on extinguishment of debt 2.0 — —

Asset impairment charges 8.9 — —

Gains on sales of assets, net — ( 2.5 ) ( 0.8 )

6 unchanged sentences

Other ( 1.4 ) ( 7.1 ) 3.5

Net cash provided by (used in) operating activities from continuing operations 35.0 53.4 ( 26.6 )

Net cash provided by operating activities from continuing operations 42.3 35.0 53.4

INVESTING ACTIVITIES FROM CONTINUING OPERATIONS

8 unchanged sentences

Proceeds from other long-term debt 0.8 5.8 4.3

Proceeds from finance lease facilities, net 0.7 0.9 8.5

(Payments on) proceeds from finance lease facilities, net ( 0.5 ) 0.7 0.9

Issuance of 8.5 % Senior Notes due 2030, net of discount

Redemption of 6.625 % Senior Notes due 2027

( 350.0 ) — —

Payments of debt refinancing fees and expenses ( 6.5 ) — —

Net proceeds from common stock issuances — 30.4 —

Proceeds from down payment for sale of discontinued operations — — 20.0

Payments related to prior acquisitions — ( 3.0 ) ( 2.9 )

8 unchanged sentences

Effect of exchange rate changes on cash 1.8 ( 2.2 ) 0.9

(Decrease) increase in cash and cash equivalents ( 1.7 ) ( 3.4 ) 4.1

Decrease in cash and cash equivalents ( 8.3 ) ( 1.7 ) ( 3.4 )

Cash and cash equivalents at beginning of year 53.1 54.8 58.2

2 unchanged sentences

Interest paid $ 40.3 $ 47.0 $ 47.6

(1) - Our continuing operations exclude the results of our Aluminum Products business unit, which was sold on December 29, 2023 and presented in discontinued operations for all periods presented.

The accompanying notes are an integral part of these consolidated financial statements.

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Sales of accounts receivable are reflected as a reduction of accounts receivable in the Consolidated Balance Sheets, and the proceeds are included in cash flows from operating activities in the Consolidated Statements of Cash Flows.

Expense in the amount of $ 2.4 million in both 2024 and 2023 related to the discount on sale of accounts receivable is recorded in the Consolidated Statements of Operations.

Expense in the amount of $ 2.0 million and $ 2.4 million in 2025 and 2024, respectively, related to the discount on sale of accounts receivable is recorded in the Consolidated Statements of Income.

Inventories are valued using first-in, first-out or the weighted-average inventory method and stated at the lower of cost or net realizable value.

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The resulting translation adjustments are recorded in Accumulated other comprehensive loss in the Consolidated Balance Sheets.

Gains and losses resulting from foreign currency transactions, including intercompany transactions that are not considered long-term investments, are included in the Consolidated Statements of Operations.

PARK-OHIO HOLDINGS CORP.

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Accordingly, the Company has reported the held-for-sale assets and liabilities, the operating results and the cash flows of Aluminum Products in discontinued operations for all periods presented throughout this Annual Report on Form 10-K.

On December 29, 2023, the Company sold this business to Angstrom Automotive Group (“Angstrom”) for approximately $ 50 million in cash and promissory notes, plus the assumption of approximately $ 3 million of financial lease obligations.

Unless otherwise indicated, amounts and activity in this Annual Report are presented on a continuing operations basis.

On December 29, 2023, the Company sold this business to Angstrom Automotive Group (“Angstrom”).

Unless otherwise indicated, amounts and activity in this Annual Report on Form 10-K are presented on a continuing operations basis.

See Note 7, “Discontinued Operations,” for further information.

8 unchanged sentences

Acquisition — 0.6 —

Foreign currency translation ( 0.4 ) 0.2 ( 0.7 )

Foreign currency translation and other ( 0.3 ) ( 0.4 ) 0.2

Balance at December 31 $ 4.0 $ 5.3 $ 5.5

10 unchanged sentences

Accounting Standards Adopted

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This guidance requires additional annual and interim disclosures for reportable segments.

This new standard did not affect the recognition, measurement or financial statement presentation.

The Company adopted this standard as of December 31, 2024.

Refer to Note 3 for the additional disclosures for our reportable segments.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No.

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This guidance requires additional annual disclosures for income taxes.

This new standard will not affect the recognition, measurement or financial statement presentation.

This guidance will not affect the recognition, measurement or financial statement presentation.

The amendments are effective for fiscal years beginning after December 15, 2024.

We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statement disclosures.

PARK-OHIO HOLDINGS CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Refer to Note 11 for the additional disclosures.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No.

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Disaggregation of Income Statement Expenses.

The guidance requires tabular footnote disclosure of certain operating expenses disaggregated into categories, such as employee compensation, depreciation, and intangible asset amortization, included within each interim and annual income statement’s expense caption, as applicable.

The effective date is for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statement disclosures.

This guidance requires tabular footnote disclosure of certain operating expenses disaggregated into categories, such as employee compensation, depreciation, and intangible asset amortization, included within each interim and annual income statement’s expense caption, as applicable.

The effective date of this guidance is for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

We are in the process of evaluating the impact of adopting this guidance on our consolidated financial statement disclosures.

PARK-OHIO HOLDINGS CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

No other recently issued ASUs are expected to have a material impact on our results of operations, financial condition or liquidity.

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The majority of the Company’s revenue is derived from contracts (i) with an original contract length of one year or less, or (ii) for which it recognizes revenue at the amount at which it has the right to invoice as products or services are delivered.

The Company has elected the practical expedient not to disclose the value of remaining performance obligations associated with these types of contacts.

The Company has elected the practical expedient not to disclose the value of remaining performance obligations associated with these types of contracts.

The Company also has certain contracts which contain performance obligations that are immaterial in the context of the contract with the customer.

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For over time arrangements, revenue is recognized over the time during which products are manufactured or services are performed, as control transfers under these arrangements over a period of time.

Over time arrangements represent 17 % of the Company's total consolidated sales for the year ended December 31, 2024.

The Company uses the input method to calculate the contract revenues to be recognized, which utilizes costs incurred to date in relation to total expected costs to satisfy the

Over time arrangements represented approximately 19 % of the Company's total consolidated sales for the year ended December 31, 2025.

The Company uses the input method to calculate the contract revenues to be recognized, which utilizes costs incurred to date in relation to total expected costs to satisfy the Company’s performance obligation under the contract.

Incurred costs represent work performed and therefore best depict the transfer of control to the customer.

For over time arrangements, contract assets relate to revenue recognized in advance of billings to customers under long-term contracts accounted for under percentage of completion.

These amounts, which totaled $ 49.4 million and $ 45.3 million at December 31, 2025 and December 31, 2024, respectively, are recorded as Other current assets in the Consolidated Balance Sheets.

PARK-OHIO HOLDINGS CORP.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company’s performance obligation under the contract.

Incurred costs represent work performed and therefore best depict the transfer of control to the customer.

For over time arrangements, contract liabilities relate to advances or deposits received from the Company’s customers before revenue is recognized.

These amounts, which totaled $ 56.9 million and $ 53.1 million at December 31, 2025 and December 31, 2024, respectively, are recorded as Other accrued expenses in the Consolidated Balance Sheets.

For over time arrangements, contract assets relate to revenue recognized in advance of billings to customers under long-term contracts accounted for under percentage of completion.

These amounts, which totaled $ 45.3 million and $ 59.9 million at December 31, 2024 and December 31, 2023, respectively, are recorded as Other current assets in the Consolidated Balance Sheets.

The Company has elected to account for shipping and handling as activities to fulfill the promise to transfer its products.

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Assembly Components Segment 380.6 398.7 427.8

Industrial equipment 353.9 335.1 277.3

Industrial equipment and aftermarket 359.7 353.9 335.1

Forged and machined products 111.3 127.8 133.4

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unusual in nature;

or corporate costs, which include but are not limited to executive compensation and corporate office costs.

Segment operating income reconciles to consolidated income before income taxes by adjusting for corporate costs;

or corporate expenses.

Segment operating income reconciles to consolidated income before income taxes by adjusting for corporate expenses;

loss on extinguishment of debt;

gains on sales of assets;

other expenses;

other unallocated expenses;

other components of pension and other postretirement benefits income, net;

and interest expense, net.

Results by business segment were as follows:

PARK-OHIO HOLDINGS CORP.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Results by business segment were as follows:

Year Ended December 31, 2025

Supply Technologies Assembly Components Engineered Products Corporate Total

Supply Technologies Assembly Components Engineered Products Total

(In millions)

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Restructuring and other special charges 1.4 2.8 1.8 6.0

Segment operating income (loss) $ 75.0 $ 25.4 $ 17.7 $ ( 29.0 ) 89.1

Gains on sales of assets, net ( 2.5 )

Other expense 5.0

Asset impairment charges — — 8.9 8.9

Segment operating income $ 72.3 $ 19.1 $ 6.6 98.0

Corporate expenses ( 31.3 )

Corporate restructuring and other special charges ( 0.4 )

Operating income 66.3

1 unchanged sentence

Interest expense, net ( 47.5 )

Loss on extinguishment of debt ( 2.0 )

Income from continuing operations before income taxes $ 23.8

Year Ended December 31, 2024

Supply Technologies Assembly Components Engineered Products Corporate Total

Supply Technologies Assembly Components Engineered Products Total

(In millions)

2 unchanged sentences

Selling, general and administrative expenses 69.1 18.6 70.7 158.4

Restructuring, acquisition-related and other special charges 0.2 1.5 4.9 — 6.6

Segment operating income (loss) $ 59.0 $ 33.4 $ 19.1 $ ( 28.2 ) 83.3

Restructuring and other special charges 0.2 1.1 3.6 4.9

Segment operating income $ 75.0 $ 25.4 $ 17.7 118.1

Corporate expenses ( 29.0 )

Gains on sales of assets, net 2.5

Other expense ( 5.0 )

Operating income 86.6

3 unchanged sentences

Year Ended December 31, 2023

Supply Technologies Assembly Components Engineered Products Corporate Total

Supply Technologies Assembly Components Engineered Products Total

(In millions)

2 unchanged sentences

Selling, general and administrative expenses 65.1 23.4 64.8 153.3

Restructuring, acquisition-related and other special charges 0.2 1.5 4.9 6.6

Segment operating income $ 59.0 $ 33.4 $ 19.1 111.5

PARK-OHIO HOLDINGS CORP.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Restructuring, acquisition-related and other special charges 1.6 5.6 8.4 1.7 17.3

Segment operating income (loss) $ 45.7 $ 1.1 $ 14.8 $ ( 30.6 ) 31.0

Corporate expenses ( 28.2 )

Gains on sales of assets, net 0.8

11 unchanged sentences

$ 40.3 $ 31.4 $ 28.2

Depreciation and amortization expense:

Depreciation and amortization:

Supply Technologies $ 6.7 $ 6.7 $ 6.6

8 unchanged sentences

Corporate 171.0 146.4 126.4

Assets held-for-sale by discontinued operations — — 107.2

$ 1,419.6 $ 1,365.1 $ 1,340.7

At December 31, 2025, 2024 and 2023, approximately 66 %, 66 % and 67 %, respectively, of the Company’s assets were located in the United States.

NOTE 4 — Discontinued Operations

On December 29, 2023, the Company completed the sale of its Aluminum Products business to Angstrom for approximately $ 50 million in cash and promissory notes, plus the assumption of approximately $ 3 million of finance lease obligations.

The total purchase price consisted of a cash down payment of $ 20.0 million paid to the Company in December 2022;

cash of $ 15.5 million paid to the Company at closing;

and promissory notes totaling $ 15.0 million payable to the Company on December 31, 2024, of which $ 10.0 million were contingent on the Aluminum Products business attaining certain purchase commitments during 2024.

The Company determined that the purchase commitments were not attained during 2024 and subsequently wrote-off the $ 10.0 million contingent notes during 2024.

NOTE 4 — Asset Impairment Charges

During 2025, the Company recorded non-cash asset impairment charges in its Engineered Products segment totaling $ 8.9 million to write-down the carrying value of certain assets, primarily at its forging operations in Arkansas.

The impairment charges, which included obsolete tooling and inventory as well as charges related to property, plant and equipment, are recorded on a separate line in the Consolidated Statements of Income.

NOTE 5 — Plant Closure and Consolidation

During 2025, in connection with its ongoing profit-improvement actions, the Company recorded plant closure and consolidation costs totaling $ 2.6 million across all three of its segments.

PARK-OHIO HOLDINGS CORP.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Year Ended December 31,

2024 2023 2022

Net sales $ — $ 180.6 $ 210.4

Cost of sales — 164.9 220.0

Selling, general and administrative — 15.8 14.2

Restructuring and other special charges — — 3.9

Goodwill impairment — — —

Operating loss — ( 0.1 ) ( 27.7 )

Interest expense — ( 3.3 ) ( 2.8 )

Loss from operation of discontinued operations — ( 3.4 ) ( 30.5 )

Loss on sale of discontinued operations ( 12.9 ) ( 28.3 ) —

Loss on classification as held-for-sale — — ( 1.8 )

Income tax benefit 2.5 5.5 8.0

Loss from discontinued operations, net of tax $ ( 10.4 ) $ ( 26.2 ) $ ( 24.3 )

NOTE 5 — Plant Closure and Consolidation

During 2024, the Company consolidated an Assembly Components facility and closed an Engineered Products operation in Ohio.

In connection with these actions, the Company received cash proceeds of $ 11.5 million and recorded a gain on sale of assets of $ 2.5 million, which is included on a separate line in the Statements of Consolidated Operations.

During 2023 and 2022, the Company incurred the following expenses related to plant closure and consolidation in connection with its profit-improvement actions across its businesses.

During 2023, the Company incurred the following expenses related to plant closure and consolidation in connection with its profit-improvement actions across its businesses.

The actions in the Assembly Components segment were primarily in connection with actions taken to close and consolidate its extrusion operations in Ohio, to relocate certain production to lower-cost facilities with open capacity, and to complete other cost-reduction actions.

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Total $ 3.2 $ 1.9 $ 5.1

Assembly Components $ 5.6 $ — $ 5.6

Engineered Products 8.2 0.2 8.4

Total $ 13.8 $ 0.2 $ 14.0

The Company sold certain real estate for cash proceeds and gains on sales as follows.

Gains are recorded on a separate line in the Consolidated Statements of Operations and are excluded from segment operating income.

PARK-OHIO HOLDINGS CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Gains are recorded on a separate line in the Consolidated Statements of Income and are excluded from segment operating income.

Cash Proceeds from Sales of Assets Gains on Sales of Assets

1 unchanged sentence

2023 $ 2.0 $ 0.8

2022 $ 9.5 $ 2.4

NOTE 6 — Acquisitions

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The purchase price, net of cash acquired, was $ 11.0 million.

The allocation of the purchase price of EMA was finalized in 2024 and is summarized as follows:

The allocation of the purchase price of EMA is summarized as follows:

(In millions)

8 unchanged sentences

Total purchase price, net of cash acquired $ 11.0

During 2024, the Company paid $ 3.0 million, as scheduled, related to deferred purchase price for the 2022 acquisitions of Charter Automotive (Changzhou) Co.

(“Charter”) and Southern Fasteners & Supply, Inc.

(“Southern Fasteners”).

In July 2022, the Company acquired Charter for $ 9.3 million, net of cash acquired.

Charter, which is included in our Supply Technologies segment, is headquartered in Changzhou, China and is strategic to our existing fastener manufacturing business, will accelerate the global growth of the Company's proprietary products to electric vehicle and other auto-related platforms.

In August 2022, the Company acquired Southern Fasteners for $ 18.7 million, net of cash acquired.

Southern Fasteners, which is included in our Supply Technologies segment, is headquartered in Winston-Salem, North Carolina.

Southern Fasteners provides commercial fasteners and industrial supplies to a diverse base of maintenance, repair and operations (“MRO”) and original equipment manufacturing (“OEM”) customers throughout the United States and specializes in the design of customized inventory programs for its customers.

Southern Fasteners complements Supply Technologies’ continued efforts to grow the initiatives centered around industrial supply and MRO products to our global OEM customer base.

PARK-OHIO HOLDINGS CORP.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During 2024 and 2023, the Company paid $ 3.0 million and $ 2.9 million, respectively, as scheduled, related to deferred purchase price for the 2022 acquisitions of Charter Automotive (Changzhou) Co.

and Southern Fasteners & Supply, Inc.

NOTE 7 — Discontinued Operations

The total purchase price consisted of a cash down payment of $ 20.0 million paid to the Company in December 2022;

cash of $ 15.5 million paid to the Company at closing;

The Company determined that the purchase commitments were not attained during 2024 and subsequently wrote-off the $ 10.0 million contingent notes during 2024.

Year Ended December 31,

2025 2024 2023

Net sales $ — $ — $ 180.6

Cost of sales — — 164.9

Selling, general and administrative — — 15.8

Operating loss — — ( 0.1 )

Interest expense — — ( 3.3 )

Loss from operation of discontinued operations — — ( 3.4 )

Loss on sale of discontinued operations ( 1.3 ) ( 12.9 ) ( 28.3 )

Loss on classification as held-for-sale — — —

Income tax benefit 0.3 2.5 5.5

Loss from discontinued operations, net of tax $ ( 1.0 ) $ ( 10.4 ) $ ( 26.2 )

NOTE 8 — Goodwill

2 unchanged sentences

Balance at January 1, 2024 $ 21.8 $ 51.4 $ 37.0 $ 110.2

Currency translation 0.7 0.1 0.5 1.3

Balance at December 31, 2023 21.8 51.4 37.0 110.2

Acquisition — — 3.9 3.9

2 unchanged sentences

Balance at December 31, 2024 21.6 51.5 38.6 111.7

Currency translation 1.0 — 3.1 4.1

Balance at December 31, 2025 $ 22.6 $ 51.5 $ 41.7 $ 115.8

PARK-OHIO HOLDINGS CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 9 — Other Intangible Assets

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NOTE 10 — Financing Arrangements

PARK-OHIO HOLDINGS CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Debt consists of the following:

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December 31, 2025 December 31, 2025 December 31, 2024

Senior Notes due 2027 April 15, 2027 6.625 % $ 350.0 $ 350.0

Revolving credit facility January 14, 2027 6.15 %

Senior Secured Notes July 31, 2030 8.500 % $ 348.4 $ —

Senior Notes April 15, 2027 6.625 % — 350.0

Revolving credit facility July 17, 2030 5.19 %

Finance leases Various Various 16.6 17.0

5 unchanged sentences

$ 620.7 $ 618.3

In September 2023, Park-Ohio Industries, Inc.

(“Park-Ohio”), the operating subsidiary of the Company, amended its Seventh Amended and Restated Credit Agreement (the “Credit Agreement”).

On July 31, 2025, Park-Ohio Industries, Inc.

(“Park-Ohio”) completed the issuance of $ 350 million aggregate principal amount of 8.500 % Senior Secured Notes due 2030 (the “2030 Notes”), in a private offering.

The 2030 Notes were priced at 99.50 % of par.

The 2030 Notes are senior secured obligations of Park-Ohio and are guaranteed (with certain exceptions) by Park-Ohio's domestic subsidiaries that guarantee the debt under the Credit Agreement on a senior secured basis.

Park-Ohio used

PARK-OHIO HOLDINGS CORP.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the net proceeds from the offering of the 2030 Notes, along with cash on hand, to redeem all $ 350.0 million aggregate principal amount of 6.625 % Senior Notes due 2027 (the “2027 Notes”) and pay related fees and expenses.

On July 17, 2025, Park-Ohio amended its Seventh Amended and Restated Credit Agreement (the “Credit Agreement”), in order to, among other things, (a) extend the maturity date to the fifth anniversary from the closing of the amendment, (b) permit the issuance of the 2030 Notes and (c) permit the 2030 Notes to be secured by (i) a first-priority lien on the substantially all of the U.S.

equipment (including machinery) of the Park-Ohio and the Park-Ohio’s existing and future domestic subsidiaries (the “Guarantors”) that guarantee debt under the Credit Agreement (the “Notes Priority Collateral”) and (ii) a second-priority lien (junior to the Credit Agreement) on substantially all of the U.S.

assets of Park-Ohio and the Guarantors (including the 65 % pledge of the foreign equity owned by the Guarantors), other than assets constituting Notes Priority Collateral, securing the revolving credit facility (the “ABL Priority Collateral”).

The Credit Agreement provides for a revolving credit facility in the amount of $ 405.0 million, including a $ 40.0 million Canadian revolving subcommitment and a European revolving subcommitment in the amount of $ 30.0 million.

Pursuant to the Credit Agreement, Park-Ohio has the option to increase the availability under the revolving credit facility by an aggregate incremental amount up to $ 70.0 million.

The Credit Agreement matures on January 14, 2027.

Pursuant to the Credit Agreement, Park-Ohio has the option to increase the availability under the revolving credit facility.

As of December 31, 2025, we had borrowing availability of $ 126.1 million under the Credit Agreement.

In April 2017, Park-Ohio completed the issuance, in a private placement, of $ 350.0 million aggregate principal amount of 6.625 % Senior Notes due 2027 (the “Notes”).

Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 of each year, and the Notes mature on April 15, 2027.

The Notes are unsecured senior obligations of Park-Ohio and are guaranteed on an unsecured senior basis by the 100 % owned material domestic subsidiaries of Park-Ohio.

The following table represents fair value information of the Notes, classified as Level 1, at December 31, 2025 and 2024.

The fair value was estimated using quoted market prices.

2030 Notes 2027 Notes

December 31, 2025 December 31, 2024

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Maturities of short-term and long-term debt, excluding finance leases, during each of the five years subsequent to December 31, 2025 are as follows:

Foreign subsidiaries of the Company had $ 10.3 million of borrowings at December 31, 2024 and $ 11.8 million at December 31, 2023.

Foreign subsidiaries of the Company had $ 52.1 million of borrowings at December 31, 2025, which included $ 40.5 million under our Credit Agreement, and $ 10.3 million at December 31, 2024.

We had outstanding bank guarantees and letters of credit under our credit arrangements of approximately $ 32.7 million at December 31, 2025 and $ 38.5 million at December 31, 2024.

The weighted average interest rate on all debt was approximately 7.1 % in 2025, 7.0 % in 2024 and 6.6 % in 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 11 — Income Taxes

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$ 23.8 $ 44.4 $ 41.5

Income tax expense (benefit) consists of the following:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Income tax expense consists of the following:

Year Ended December 31,

2025 2024 2023

Current expense (benefit):

Current expense:

Federal $ 0.3 $ 2.8 $ 1.7

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( 13.9 ) ( 14.6 ) ( 7.2 )

Income tax expense (benefit) $ 4.9 $ 8.5 $ ( 0.7 )

Income tax expense $ 2.8 $ 4.9 $ 8.5

In 2025, the effective income tax rate of 11.8 % was less than the U.S.

statutory rate of 21%, primarily as a result of the tax benefit of the research and development tax credit partially offset by the impact of non-deductible expenses

Several countries in which Park-Ohio Holdings does business have proposed or enacted new tax laws or are actively considering changes to their tax laws to align with the Organization for Economic Co-operation and Development (“OECD”) proposals.

For tax year 2025, the impact for those countries in which Park-Ohio Holdings operates who have enacted Pillar Two laws was not material to income tax expense.

We will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.

In 2024, the effective tax rate of 11.0 % was less than the U.S.

statutory rate of 21%, primarily as a result of the tax benefit of the research and development tax credit and the release of certain valuation allowances.

Several countries in which Park-Ohio Holdings does business have proposed or enacted new laws or are actively considering changes to their tax laws to align with the Organization for Economic Co-operation and Development (“OECD”) proposals.

Significant details around the provisions are still uncertain as the OECD and participating countries continue to work on defining the underlying rules and administrative procedures.

Enactment of this and similar legislation could significantly increase our tax obligations in countries where we do business.

We will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.

During 2024, certain countries in which Park-Ohio Holdings operates enacted Pillar Two laws, but these countries’ results did not have a material impact on income tax expense.

In 2023, the effective tax rate of 20.5 % approximated the U.S.

statutory rate of 21%, as the tax benefits of the foreign tax credit and research and development tax credit were offset by the tax expense of foreign earnings, GILTI and non-deductible expenses.

In 2022, the Company completed a research and development tax credit study for the current year as well as U.S.

tax years open under statute.

The completed study resulted in additional research and development tax credit benefits being recorded in 2022.

A reconciliation of income tax expense (benefit) computed by applying the statutory federal income tax rate to income tax benefit as recorded is as follows:

The provision (benefit) for income taxes differs from the amount that would result by applying the applicable federal income tax rate to income before incomes taxes, as follows:

Year Ended December 31, 2025

Amount Percent

US federal statutory income tax $ 5.0 21.0 %

State and local income taxes, net of federal effect 1

Changes in valuation allowance 0.8 3.3 %

Other ( 0.7 ) ( 2.7 ) %

Foreign tax effects

Foreign rate differential 1.0 4.0 %

Prior period adjustment ( 0.7 ) ( 2.8 ) %

Other ( 0.8 ) ( 3.3 ) %

Other jurisdictions 1.6 6.8 %

Effect of cross-border tax laws

Global intangible low-taxed income 0.6 2.5 %

PARK-OHIO HOLDINGS CORP.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other ( 0.3 ) ( 1.4 ) %

Income tax credits

Research and development ( 4.9 ) ( 20.6 ) %

Foreign tax credits - general ( 0.9 ) ( 3.7 ) %

Nontaxable or nondeductible items

Effect of non-controlling interest 1.0 4.2 %

Officers' compensation 1.0 4.3 %

Other 0.3 1.2 %

Changes in unrecognized tax benefits ( 0.3 ) ( 1.4 ) %

Other adjustments 0.1 0.4 %

Effective tax rate $ 2.8 11.8 %

(1) State taxes in Pennsylvania made up the majority (greater than 50%) of the tax effect in this category.

As previously disclosed for the years ending December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the effective income tax rate differed from the statutory federal income tax rate as follows:

Year Ended December 31,

2024 2023 2022

Income tax expense at U.S.

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Other, net 1.1 ( 0.2 )

Income tax expense (benefit) as recorded $ 4.9 $ 8.5 $ ( 0.7 )

Income tax expense as recorded $ 4.9 $ 8.5

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Significant components of the Company’s net deferred income tax assets and liabilities are as follows:

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Valuation allowances ( 5.5 ) ( 4.9 )

Net deferred income tax asset (liability) $ 16.0 $ 3.8

Net deferred income tax asset $ 28.4 $ 16.0

At December 31, 2025, the Company has U.S., state and foreign net operating loss carryforwards as well as U.S.

1 unchanged sentence

The foreign net operating loss carryforward is $ 16.7 million, of which $ 9.5 million expires between 2026 and 2043 and the remainder has no expiration date.

The Company has a tax benefit from a state net operating loss carryforward of $ 4.2 million, of which

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$ 3.8 million expires between 2025 and 2044 and the remainder has no expiration date.

The Company has a tax benefit from a state net operating loss carryforward of $ 4.9 million, of which $ 4.1 million expires between 2026 and 2045 and the remainder has no expiration date.

The Company also has a non-consolidated U.S.

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The Company has recorded a valuation allowance of $ 5.5 million against these net operating loss carryforwards in jurisdictions where those losses are not expected to be realized.

The foreign tax credit carryforward is $ 1.2 million and expires in 2032.

The foreign tax credit carryforward is $ 4.0 million and expires between 2032 and 2035.

research and development tax credit carryforward is $ 10.6 million and expires between 2031 and 2045.

As of December 31, 2024 and 2023, the Company was in a cumulative three-year loss position in the U.S.

The Company has determined that it was more likely than not that its U.S.

deferred tax assets will be realized.

The Company reviews all valuation allowances related to deferred tax assets and will reverse these valuation allowances, partially or totally, when appropriate under ASC 740.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

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Unrecognized Tax Benefit — December 31 $ 0.8 $ 1.2 $ 0.5

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $ 0.8 million and $ 0.1 million at December 31, 2024 and December 31, 2023, respectively.

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $ 0.8 million at both December 31, 2025 and December 31, 2024, respectively.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense.

During 2024 and 2023, the Company recognized a tax benefit of approximately $ 0.1 million in net interest and penalties due to the expiration of various uncertain tax positions.

During 2025 and 2024, the Company recognized a tax benefit of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

approximately $ 0.1 million in net interest and penalties due to the expiration of various uncertain tax positions.

The Company had approximately $ 0.1 million for the payment of interest and penalties accrued at December 31, 2025.

It is reasonably possible that, within the next twelve months, the amount of gross unrecognized tax benefits could be reduced by approximately $ 0.4 million as a result of the closure of tax statutes related to existing uncertain tax positions.

The Company is subject to taxation in the U.S.

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cash generation to be sufficient to meet future U.S.

Income taxes paid, net of refunds, were as follows:

Year Ended December 31, 2025

Federal $ 1.4

United Kingdom 3.2

Total income taxes paid, net of refunds $ 24.3

NOTE 12 — Stock-Based Compensation

2 unchanged sentences

A summary of activity for the year ended December 31, 2025 is as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Shares Weighted Average

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(a) Included in the granted amount are 2,422 restricted share units.

The Company recognized compensation expense of $ 5.6 million, $ 6.5 million and $ 7.2 million for the years ended December 31, 2024, 2023 and 2022, respectively, relating to stock-based awards.

The Company recognized compensation expense of $ 5.5 million, $ 5.6 million and $ 6.5 million for the years ended December 31, 2025, 2024 and 2023, respectively, related to stock-based awards.

The total fair value of restricted shares and share units that vested during the years ended December 31, 2025, 2024 and 2023 was $ 5.7 million, $ 5.9 million and $ 6.9 million, respectively.

PARK-OHIO HOLDINGS CORP.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of December 31, 2025, the Company had unrecognized compensation expense of $ 7.3 million related to restricted shares.

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Despite this uncertainty, and although our results of operations and cash flows for a particular period could be adversely affected by asbestos-related lawsuits, claims and proceedings, management believes that the ultimate resolution of these matters will not have a material adverse effect on our financial condition, liquidity or results of operations.

Among the factors

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

management considered in reaching this conclusion were:

Among the factors management considered in reaching this conclusion were:

(a) our historical success in being dismissed from these types of lawsuits on the bases mentioned above;

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We lease manufacturing facilities, warehouse space, office space, machinery and equipment, information technology equipment and vehicles under operating leases.

We also lease one building and machinery and numerous equipment under finance leases.

We also lease one building and numerous machinery and equipment under finance leases.

For operating leases with terms greater than 12 months, we record the operating right-of-use asset and related lease liability at the present value of lease payments over the lease term.

In certain real estate leases, we have options to renew lease terms, generally at our sole discretion.

In certain real estate leases, we have options to renew

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

lease terms, generally at our sole discretion.

We evaluate renewal options at the lease commencement date to determine if we are reasonably certain to exercise the option on the basis of economic factors.

3 unchanged sentences

Balance Sheet as of December 31, 2025 and 2024

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Classification on the Balance Sheet December 31, 2025 December 31, 2024

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Operating lease expense is recognized on a straight-line basis over the lease term, with variable payments recognized in the period those payments are incurred.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2025 2024 2023

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Operating cash outflows for finance leases $ ( 0.9 ) $ ( 0.9 ) $ ( 1.0 )

Financing cash inflows for finance leases $ 0.7 $ 0.9 $ 8.5

PARK-OHIO HOLDINGS CORP.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Financing cash (outflows) inflows for finance leases $ ( 0.5 ) $ 0.7 $ 0.9

Maturities of Lease Liabilities as of December 31, 2025, were as follows:

1 unchanged sentence

2026 $ 12.8 $ 3.3

2027 10.1 3.1

Thereafter 5.2 0.8

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Rate of compensation increase 3.00 % to 7.00 %

3.00 % to 7.00 %

3.00 % N/A N/A N/A

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Discount rate for benefit obligations 5.59 % 5.14 % 5.48 % 5.40 % 5.06 % 5.40 %

Discount rate for service costs 5.16 % 5.53 % 2.85 % 5.06 % 5.42 % 2.88 %

Discount rate for service costs 5.72 % 5.16 % 5.53 % N/A 5.06 % 5.42 %

Discount rate for interest costs 5.25 % 5.09 % 5.35 % 5.14 % 5.03 % 5.29 %

1 unchanged sentence

Rate of compensation increase 3.00 % to 7.00 %

3.00 % to 7.00 %

3.00 % N/A N/A N/A

35 unchanged sentences

The Company expects to make no contributions to its defined benefit plans in 2026 and beyond, as pension and postretirement benefits are expected to be paid out of plan assets.

In January 2008, a Supplemental Executive Retirement Plan (“SERP”) for the Former CEO was approved by the Compensation Committee of the Board of Directors of the Company.

In January 2008, a Supplemental Executive Retirement Plan (“SERP”) for the Company's former CEO was approved by the Compensation Committee of the Board of Directors.

The SERP provides an annual supplemental retirement benefit of up to $ 0.4 million upon the former CEO’s termination of employment with the Company.

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data