[8-K] PARK OHIO HOLDINGS CORP Reports Material Event

Rhea-AI Filing Summary

Park-Ohio Holdings Corp. reported the appointment of a new non-employee director in a Current Report filed under the Securities Exchange Act. The report states the event date as September 30, 2025 and identifies the registrant as Park-Ohio Holdings Corp. The filing notes that the new director, Mr. Clarke, will receive compensation on the same terms as the company’s other non-employee directors. That compensation was previously disclosed in Park-Ohio’s definitive proxy statement on Schedule 14A, which was filed on April 8, 2025. The disclosure is limited to the director appointment and a cross-reference to prior proxy-disclosed compensation; it does not include additional financial terms, equity grants, or changes to corporate governance beyond the stated compensation parity.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 30, 2025

Commission file number: 000-03134

PARK-OHIO HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Ohio

34-1867219

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

6065 Parkland Boulevard,

Cleveland,

Ohio

44124

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (440) 947-2000

Not applicable

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, Par Value $1.00 Per Share			PKOH			The NASDAQ Stock Market LLC

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 (see General Instruction A.2.):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
☐			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. ¨

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2025, the board of directors of Park-Ohio Holdings Corp. (“Holdings”) elected Andrew C. Clarke as a member of the board in the class of directors that will stand for re-election at the Holdings' 2027 Annual Meeting of Shareholders, effective immediately. Mr. Clarke was also elected to the board of directors of Holdings' principal operating subsidiary, Park-Ohio Industries, Inc., effective immediately.

As a non-employee director, Mr. Clarke will receive compensation in the same manner as Holdings' other non-employee directors, which compensation was previously disclosed in its definitive proxy statement on Schedule 14A, filed with the Securities Exchange Commission on April 8, 2025.

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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.

									Park-Ohio Holdings Corp.
									(Registrant)
Dated:			October 1, 2025						/s/    Robert D. Vilsack
									Robert D. Vilsack
									Chief Legal and Administrative Officer, Corporate Secretary

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FAQ

What did Park-Ohio Holdings Corp. (PKOH) report on 9/30/2025?

The company reported the appointment of a non-employee director, Mr. Clarke, with the event dated September 30, 2025.

How will the new director be compensated at PKOH?

Mr. Clarke will receive compensation in the same manner as Park-Ohio's other non-employee directors, as previously disclosed in the Schedule 14A proxy.

Where can I find the details of the director compensation mentioned in the 8-K?

Compensation details are disclosed in Park-Ohio's definitive proxy statement on Schedule 14A filed on April 8, 2025.

Does the 8-K disclose any equity awards or cash amounts for the new director?

No. The 8-K only states the director will be compensated the same as other non-employee directors and points to the April 8, 2025 proxy for details.

Is this 8-K reporting any change to Park-Ohio's board structure beyond the appointment?

No. The filing reports the appointment and compensation parity only; it does not describe other governance changes or additional transactions.