Park Ohio Holdings reports $13.7 million net income for Q3 2026

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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Number of shares outstanding of registrant's Common Stock, par value $1.00 per share, as of July 31, October 30, 2026: 14,490,010 14,469,528 shares.

2 unchanged paragraphs

Financial statements 132 changes

2 unchanged paragraphs

Inventories, net 427.6 420.9

Cash and cash equivalents $ 48.3 58.9 $ 44.8

Accounts receivable, net 288.7 292.0 265.0

Inventories, net 423.7 420.9

Other current assets 133.3 138.9 121.8

Total current assets 897.9 913.5 852.5

Property, plant and equipment, net 205.5 207.8 198.5

Operating lease right-of-use assets 44.2 61.8 41.2

1 unchanged paragraph

Pension assets 93.7 93.3

Pension assets 94.8 93.3

Other long-term assets 114.6 112.0 118.3

Total assets $ 1,470.7 1,504.7 $ 1,419.6

2 unchanged paragraphs

Trade accounts payable $ 215.8 215.9 $ 199.8

Current portion of long-term debt and short-term debt 7.3 7.0 8.3

Current portion of operating lease liabilities 11.5 12.5 10.9

Accrued expenses and other 139.9 139.1 147.6

2 unchanged paragraphs

Long-term debt 652.6 660.4 620.7

Long-term operating lease liabilities 32.6 49.7 30.4

Other long-term liabilities 18.5 17.6 19.1

Total long-term liabilities 703.7 727.7 670.2

Park-Ohio Holdings Corp. and Subsidiaries shareholders' equity 391.1 401.5 380.9

Noncontrolling interests 1.4 1.0 1.9

Total equity 392.5 402.5 382.8

Total liabilities and shareholders' equity $ 1,470.7 1,504.7 $ 1,419.6

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Net sales $ 440.1 $ 400.1 $ 861.1 $ 805.5

Cost of sales 361.2 331.9 709.5 669.2

Selling, general and administrative expenses 53.1 46.8 104.8 95.0

Restructuring and other special charges 1.3 1.3 2.6 2.3

Operating income 24.5 20.1 44.2 39.0

Interest expense, net ( 12.3 ) ( 11.2 ) ( 24.6 ) ( 22.2 )

Income from continuing operations before income taxes 14.4 10.7 23.9 20.4

Income tax expense ( 2.4 ) ( 1.8 ) ( 4.0 ) ( 3.7 )

Income from continuing operations 12.0 8.9 19.9 16.7

Three Months Ended September 30, Nine Months Ended September 30, (In millions, except per share data)

Net sales $ 458.5 $ 398.6 $ 1,319.6 $ 1,204.1

Cost of sales 376.3 332.0 1,085.8 1,001.2

Selling, general and administrative expenses 54.2 46.5 159.0 141.5

Restructuring and other special charges 1.4 2.8 4.0 5.1

Operating income 26.6 17.3 70.8 56.3

Other components of pension and other postretirement benefits income, net 2.2 1.8 4.3 3.6 2.1 1.7 6.4 5.3

Interest expense, net ( 12.2 ) ( 12.5 ) ( 36.8 ) ( 34.7 )

Loss on extinguishment of debt — ( 2.0 ) — ( 2.0 )

Income from continuing operations before income taxes 16.5 4.5 40.4 24.9

Income tax (expense) benefit ( 3.1 ) 0.4 ( 7.1 ) ( 3.3 )

Income from continuing operations 13.4 4.9 33.3 21.6

Loss attributable to noncontrolling interests 0.2 0.4 0.5 1.1 0.6 0.9 1.7

Income from continuing operations attributable to Park-Ohio Holdings Corp. common shareholders 12.2 9.3 20.4 17.8 13.8 5.5 34.2 23.3

Loss from discontinued operations, net of tax ( 0.1 ) ( 0.1 ) ( 0.2 ) ( 0.3 ) ( 0.5 )

Net income attributable to Park-Ohio Holdings Corp. common shareholders $ 12.1 13.7 $ 9.2 5.3 $ 20.2 33.9 $ 17.5 22.8

1 unchanged paragraph

Continuing operations $ 0.88 $ 0.68 $ 1.47 $ 1.30

Total $ 0.87 $ 0.67 $ 1.46 $ 1.28

Continuing operations $ 0.87 $ 0.67 $ 1.44 $ 1.28

Total $ 0.86 $ 0.66 $ 1.43 $ 1.26

Continuing operations $ 0.99 $ 0.40 $ 2.46 $ 1.69

Discontinued operations $ ( 0.01 ) $ ( 0.01 ) ( 0.01 0.02 ) ( 0.02 0.04 )

Total $ 0.98 $ 0.39 $ 2.44 $ 1.65

Continuing operations $ 0.97 $ 0.39 $ 2.41 $ 1.67

Discontinued operations $ ( 0.01 ) $ ( 0.01 ) ( 0.01 0.02 ) ( 0.02 0.04 )

Total $ 0.96 $ 0.38 $ 2.39 $ 1.63

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Currency translation 0.7 13.3 ( 7.1 ) 22.7

Total other comprehensive income (loss) 2.0 14.8 ( 7.2 ) 25.2

Total comprehensive income, net of tax 13.9 23.6 12.5 41.6

Three Months Ended September 30, Nine Months Ended September 30, (In millions)

Net income attributable to Park-Ohio Holdings Corp. common shareholders before noncontrolling interest $ 11.9 13.3 $ 8.8 4.7 $ 19.7 33.0 $ 16.4 21.1

Other comprehensive income (loss) income, net of tax:

Currency translation ( 0.6 ) ( 0.7 ) ( 7.7 ) 22.0

Foreign currency forward contracts 1.2 1.4 1.0 2.2 ( 1.1 ) ( 0.6 ) ( 0.1 ) 1.6

Pension and other postretirement benefits 0.1 0.1 0.3 ( 1.1 1.0 ) 0.3 0.6

Total other comprehensive (loss) income ( 1.6 ) ( 1.0 ) ( 8.8 ) 24.2

Total comprehensive income, net of tax 11.7 3.7 24.2 45.3

Comprehensive loss attributable to noncontrolling interests 0.2 0.4 0.5 1.1 0.6 0.9 1.7

Comprehensive income attributable to Park-Ohio Holdings Corp. common shareholders $ 14.1 12.1 $ 24.0 4.3 $ 13.0 25.1 $ 42.7 47.0

18 unchanged paragraphs

Other comprehensive income (loss) — — — 13.7 — ( 1.6 ) ( 0.4 ) 11.7

Stock-based compensation expense — — 1.5 — — — — 1.5

Stock-based compensation activity 147,763 0.1 ( 0.1 ) — — — — —

Issuances of common stock — — — — — — — —

Dividends — — — ( 1.8 ) — — — ( 1.8 )

Payments of withholding taxes on share awards

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3 unchanged paragraphs

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and 52 more changes in the filing

Note 1: Basis of Presentation 1 change

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The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States ("U.S. GAAP") for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three- and six-month nine-month periods ended June September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

1 unchanged paragraph

Notes to the financial statements 34 changes

1 unchanged paragraph

Six Months Ended June 30, 2026

United States $ 219.8 $ 122.6 $ 157.1 $ 499.5

Europe 93.3 9.0 43.7 146.0

Asia 44.1 15.4 33.3 92.8

Mexico 41.3 33.0 6.5 80.8

Canada 4.8 18.7 9.0 32.5

Other 1.1 2.9 5.5 9.5

Total $ 404.4 $ 201.6 $ 255.1 $ 861.1

Six Months Ended June 30, 2025

United States $ 213.0 $ 120.1 $ 142.4 $ 475.5

Europe 81.5 8.3 30.8 120.6

Asia 36.5 16.6 36.7 89.8

Mexico 35.8 29.1 10.0 74.9

Canada 6.0 15.7 14.6 36.3

Other 2.1 2.2 4.1 8.4

Total $ 374.9 $ 192.0 $ 238.6 $ 805.5

Nine Months Ended September 30, 2026

United States $ 346.7 $ 184.7 $ 227.6 $ 759.0

Europe 138.3 13.0 68.2 219.5

Asia 69.4 23.1 49.8 142.3

Mexico 62.5 49.8 11.0 123.3

Canada 7.1 29.7 19.8 56.6

Other 5.6 4.9 8.4 18.9

Total $ 629.6 $ 305.2 $ 384.8 $ 1,319.6

Nine Months Ended September 30, 2025

United States $ 316.5 $ 177.0 $ 201.6 $ 695.1

Europe 123.2 12.3 55.8 191.3

Asia 55.7 23.9 54.3 133.9

Mexico 53.5 45.7 12.9 112.1

Canada 9.2 24.0 22.9 56.1

Other 2.3 6.1 7.2 15.6

Total $ 560.4 $ 289.0 $ 354.7 $ 1,204.1

For over time arrangements, contract assets primarily relate to revenue recognized in advance of billings to customers under long-term contracts accounted for under percentage of completion. These amounts, which totaled $ 57.2 56.7 million and $ 49.4 million at June September 30, 2026 and December 31, 2025, respectively, are recorded in Other current assets in the Condensed Consolidated Balance Sheets.

For over time arrangements, contract liabilities primarily relate to advances or deposits received from the Company's customers before revenue is recognized. These amounts, which totaled $ 56.2 58.7 million and $ 56.9 million at June September 30, 2026 and December 31, 2025, respectively, are recorded in Accrued expenses and other in the Condensed Consolidated Balance Sheets.

Note 5: Inventories 7 changes

1 unchanged paragraph

Finished goods 272.1 260.1

Inventories, net $ 427.6 $ 420.9

June September 30, 2026 December 31, 2025

Raw materials and supplies $ 107.4 106.8 $ 107.5

Work-in-process 48.1 51.1 53.3

Finished goods 265.8 260.1

Inventories, net $ 423.7 $ 420.9

Note 6: Income Taxes 1 change

1 unchanged paragraph

In the three months ended June September 30, 2026, income tax expense was $ 2.4 3.1 million on pre-tax income from continuing operations of $ 14.4 16.5 million, representing an effective income tax rate of 17 19 %. The effective rate for the three-month period is lower than the U.S. statutory rate due primarily to federal research and development tax credit benefit. In the three months ended June September 30, 2025, income tax expense benefit was $ 1.8 0.4 million on pre-tax income of $ 10.7 4.5 million. representing an effective income tax rate of 17 %. The rates for the three months ended June 30, 2026 and 2025 are lower than tax benefit in the statutory rate due three-month period is primarily due to increased federal research and development tax credit benefit.

1 unchanged paragraph

Note 7: Financing Arrangements 12 changes

2 unchanged paragraphs

Total debt 665.9 635.7

June September 30, 2026 June September 30, 2026 December 31, 2025

Senior Secured Notes, net of discount July 31, 2030 8.500 % $ 348.6 348.7 $ 348.4

Revolving credit facility July 17, 2030 5.26 5.35 % 289.8 298.2 257.4

Finance Leases Various Various 15.3 14.5 16.6

Other Various Various 12.2 11.6 13.3

Total debt 673.0 635.7

Less: Current portion of long-term debt and short-term debt ( 7.3 7.0 ) ( 8.3 )

Less: Unamortized debt issuance costs ( 6.0 5.6 ) ( 6.7 )

Total long-term debt $ 652.6 660.4 $ 620.7

1 unchanged paragraph

In July 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 revolving credit facility 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 its 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. As of June September 30, 2026, we had borrowing availability of $ 101.9 94.7 million under the Credit Agreement.

We had outstanding bank guarantees and letters of credit under our credit arrangements of $ 31.7 32.3 million at June September 30, 2026 and $ 32.7 million at December 31, 2025.

2 unchanged paragraphs

Note 8: Stock-Based Compensation 7 changes

A summary of restricted share activity for the six nine months ended June September 30, 2026 is as follows:

2 unchanged paragraphs

Vested ( 180,888 ) 18.78

Outstanding - end of period 489,532 $ 21.59

Vested ( 283,459 ) 19.03

Canceled or expired ( 5,222 5,793 ) 20.91 20.74

Outstanding - end of period 534,724 $ 26.09

1 unchanged paragraph

Stock-based compensation is included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Income. Total stock-based compensation expense was $ 1.4 1.5 million and $ 1.3 million for the three months ended June September 30, 2026 and 2025, respectively. Total stock-based compensation expense was $ 2.8 4.3 million and $ 4.1 million for both the six nine months ended June September 30, 2026 and 2025, respectively. As of June September 30, 2026, there was $ 5.5 9.1 million of unrecognized compensation cost related to non-vested stock-based compensation, which is expected to be recognized over a weighted-average period of 1.5 2.1 years.

Note 10: Pension and Postretirement Benefits 11 changes

The components of pension and other postretirement benefits income, net recognized for the three and six nine months ended June September 30, 2026 and 2025 were as follows:

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30,

Service costs $ 1.3 $ 0.9 $ 2.6 $ 1.9 $ — $ — $ — $ —

Interest costs 0.7 0.8 1.6 1.7 0.1 0.1 0.1 0.1

Net periodic benefit (income) expense $ ( 1.0 ) $ ( 0.9 ) $ ( 1.8 ) $ ( 1.7 ) $ 0.1 $ — $ 0.1 $ —

Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30,

Service costs $ 1.3 $ 1.2 $ 3.9 $ 3.1 $ — $ — $ — $ —

Interest costs 0.8 0.9 2.4 2.6 — — 0.1 0.1

Expected return on plan assets ( 3.0 ) ( 2.8 3.1 ) ( 6.1 2.9 ) ( 5.6 9.2 ) ( 0.1 8.5 ) — 0.1 — ( 0.1 ) ( 0.1 )

Recognized net actuarial loss — 0.2 0.1 0.2 0.3 0.1 0.5 — 0.1 — 0.1 0.1

Net periodic benefit (income) expense $ ( 0.8 ) $ ( 0.6 ) $ ( 2.6 ) $ ( 2.3 ) $ — $ 0.1 $ 0.1 $ 0.1

Note 11: Accumulated Other Comprehensive Loss 1 change

The components of and changes in accumulated other comprehensive loss for the three and six nine months ended June September 30, 2026 and 2025 were as follows:

1 unchanged paragraph

Note 12: Weighted-Average Number of Shares Used in Computing Earnings Per Share 6 changes

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Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30, (In millions)

Weighted-average basic shares outstanding 14.0 13.9 13.7 13.9 13.7 13.8

Plus: Dilutive impact of employee stock awards 0.3 0.3 0.1 0.3 0.2

Weighted-average diluted shares outstanding 14.2 14.3 14.0 14.2 13.9 14.0

Anti-dilutive restricted stock awards, if any, are excluded from the computation of diluted earnings per share. There were no Anti-dilutive shares for in both the three and six nine months ended June September 30, 2026 and 2025 were 0.0 million.

Note 13: Subsequent Events 1 change

On July 17, October 30, 2026, the Company's Board of Directors declared a quarterly dividend of $ 0.125 per common share. The dividend will be paid on August 14, November 27, 2026 to shareholders of record as of the close of business on July 31, November 13, 2026 and will result in a cash outlay of approximately $ 1.8 million.

MD&A 166 changes

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We are a diversified international company providing world-class customers with a supply chain management outsourcing service, capital equipment used on their production lines, and manufactured components used to assemble their products. We operate through three reportable segments: Supply Technologies, Assembly Components and Engineered Products.

Supply Technologies provides our customers with Total Supply Management™, a proactive solutions approach that manages the efficiencies of every aspect of supplying production parts and materials to our customers' manufacturing floor, from strategic planning to program implementation. Total Supply Management™ includes such services as engineering and design support, part usage and cost analysis, supplier selection, quality assurance, bar coding, product packaging and tracking, just-in-time and point-of-use delivery, electronic billing services and ongoing technical support. Our Supply Technologies business services customers in the following principal industries: heavy-duty truck; power sports and recreational equipment; aerospace and defense; semiconductor equipment; electrical distribution and controls; consumer electronics; bus and coaches; automotive; agricultural and industrial equipment; HVAC; lawn and garden; plumbing; and medical devices.

Assembly Components manufactures products oriented towards fuel efficiency and reduced emission standards. Assembly Components designs, develops and manufactures highly efficient, high pressure direct fuel injection fuel rails and pipes; fuel filler pipes that route fuel from the gas cap to the gas tank; flexible multi-layer plastic and rubber assemblies used to transport fuel from the vehicle's gas tank and then, at extreme high pressure, to the engine's fuel injector nozzles. Our product offerings include gasoline direct injection systems and fuel filler assemblies, and industrial hose and injected molded rubber and plastic components. Our products are primarily used in the following industries: including automotive and light-vehicle; agricultural equipment; construction equipment; heavy-duty truck; and bus.

Engineered Products operates a diverse group of niche manufacturing businesses that design and manufacture a broad range of highly-engineered products, including induction heating and melting systems, pipe threading systems, generators and transformers, inverters and forged and machined products. Engineered Products also produces and provides services and spare parts for the equipment it manufactures. The principal customers of Engineered Products are OEMs, sub-assemblers and end users in the following industries: power generation and energy; general steel processing; automotive and heavy vehicles; aerospace and defense; semiconductor; precious metals and industrial materials; oil and gas; general industrial; and rail.

We provide global OEMs and industrial customers with supply-chain management services, engineered production components, and industrial equipment and related aftermarket support. Our businesses include customized component sourcing and fulfillment, engineered fastening and fluid-routing products, thermal-processing and power-management equipment, and specialty forged and machined products. We report these activities through three segments: Supply Technologies, Assembly Components and Engineered Products.

Supply Technologies provides OEM customers with customized supply-chain management programs, including global sourcing, quality assurance, inventory planning, kitting, and point-of-use delivery of components used in manufacturing. These programs are supported by engineering and design assistance and other value-added services. The segment also designs and manufactures engineered specialty fasteners and other products, including proprietary fastening technologies. Customers span transportation, semiconductor equipment, electrical distribution, aerospace and defense, and other industrial markets.

Assembly Components designs and manufactures engineered fluid-routing products and assemblies, including fuel-delivery systems, hose and tubing products, and molded rubber and plastic components. Its manufacturing capabilities support fluid transfer and thermal-management applications, principally for automotive OEM platforms and related transportation markets. These capabilities may also support additional industrial applications over time.

Engineered Products designs and manufactures industrial thermal-processing and power-management equipment, specialty forged and machined products, and related aftermarket parts and services. Equipment includes induction heating and melting systems, power supplies, transformers, inverters and specialized forming equipment. The segment serves aerospace and defense, electrical steel and power infrastructure, semiconductor and materials processing, oil and gas, power generation and other industrial applications. Its aftermarket activities support customers' installed equipment alongside new equipment demand.

1 unchanged paragraph

As part of its ongoing portfolio optimization strategy, the Company is conducting a formal review of strategic alternatives for its Southwest Steel Processing ("SSP") business, including a potential sale or other transaction. SSP is part of included in our Engineered Products segment. This review reflects our continued focus on aligning capital and resources toward higher-growth, higher-margin opportunities across our portfolio. The Company has not set a deadline or definitive timetable for the completion of the strategic alternatives review process, and there can be no assurance that this review process will result in any transaction or particular outcome.

1 unchanged paragraph

Net sales $ 440.1 $ 400.1 $ 40.0 10.0 %

Cost of sales 361.2 331.9 29.3 8.8 %

Three Months Ended June September 30, 2026 Compared with Three Months Ended June September 30, 2025 (Dollars in millions, except per share data)

Three Months Ended September 30,

2026 2025 $ Change % Change

(Dollars in millions, except per share data)

Net sales $ 458.5 $ 398.6 $ 59.9 15 %

Cost of sales 376.3 332.0 44.3 13 %

1 unchanged paragraph

Operating income 24.5 20.1 4.4 21.9 %

Interest expense, net (12.3) (11.2) (1.1) 9.8 %

Income tax benefit (2.4) (1.8) (0.6) 33.3 %

Income from continuing operations 12.0 8.9 3.1 34.8 %

SG&A expenses as a percentage of net sales 12.1 11.8 % 11.7 %

Restructuring and other special charges 1.3 1.3 — — 1.4 2.8 (1.4) (50) %

Operating income 26.6 17.3 9.3 54 %

Other components of pension and other postretirement benefits income, net 2.2 1.8 2.1 1.7 0.4 22.2 24 %

Interest expense, net (12.2) (12.5) 0.3 (2) %

Loss on extinguishment of debt — (2.0) 2.0 *

Income from continuing operations before income taxes 14.4 10.7 3.7 34.6 % 16.5 4.5 12.0 *

Income tax (expense) benefit (3.1) 0.4 (3.5) *

Income from continuing operations 13.4 4.9 8.5 *

Loss attributable to noncontrolling interests 0.2 0.4 0.6 (0.2) (50.0) (33) %

Income from continuing operations attributable to Park-Ohio Holdings Corp. common shareholders $ 12.2 13.8 $ 9.3 5.5 $ 2.9 31.2 % 8.3 *

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Continuing operations $ 0.88 $ 0.68 $ 0.20 29.4 %

Continuing operations $ 0.87 $ 0.67 $ 0.20 29.9 %

Continuing operations $ 0.99 $ 0.40 $ 0.59 *

Continuing operations $ 0.97 $ 0.39 $ 0.58 *

Net sales increased 10.0% 15.0% to $440.1 $458.5 million in the second third quarter of 2026 compared to $400.1 $398.6 million in the same period in 2025. This increase was primarily due to higher demand in each of our business segments.

The factors explaining the changes in segment net sales for the three months ended June September 30, 2026 compared to the corresponding 2025 period are contained within the "Segment Results" section below.

1 unchanged paragraph

Cost of sales increased to $361.2 $376.3 million in the second third quarter of 2026 compared to $331.9 $332.0 million in the same period in 2025. The increase in cost of sales was primarily due to the increase in net sales in the 2026 period compared to the corresponding period in 2025. Gross margin was increased to 17.9% in the third quarter of 2026 period compared to 17.0% from 16.7% in the corresponding 2025 period. with The increase driven by the improvement reflected profit flow-through contribution from the higher net sales and ongoing profit-enhancement activities throughout continued operating initiatives across the company. business, including productivity improvements, automation and improved manufacturing execution.

SG&A expenses were $53.1 $54.2 million in the second third quarter of 2026 compared to $46.8 $46.5 million in the comparable period in 2025. As a percentage of net sales, SG&A expenses were 12.1% 11.8% in the second third quarter of 2026 compared to 11.7% in corresponding 2025 period. The increases were driven by ongoing inflation, higher employee costs and support for the higher sales levels.

1 unchanged paragraph

During the second third quarter of 2026, the Company recorded charges of $1.3 $1.4 million in connection with restructuring and other special charges, which included $0.3 $0.4 million in our Supply Technologies segment, $0.3 $0.1 million in our Assembly Components segment, $0.6 $0.8 million in our Engineered Products segment and $0.1 million at Corporate.

During the second third quarter of 2025, the Company recorded charges of $1.3 $2.8 million in connection with restructuring and other special charges, which included $0.4 $1.0 million in our Supply Technologies segment, $0.5 $1.3 million in our Assembly Components segment, and $0.4 $0.3 million in our Engineered Products segment and $0.2 million at Corporate.

1 unchanged paragraph

Other components of pension and OPEB income, net was $2.2 $2.1 million in the quarter ended June September 30, 2026 compared to $1.8 $1.7 million in the corresponding quarter in 2025. This increase was due to a higher return on plan assets in the 2026 period compared to the 2025 period.

1 unchanged paragraph

Interest expense, net was $12.3 $12.2 million in the second third quarter of 2026 compared to $11.2 $12.5 million in the 2025 second third quarter. The increase decrease was due primarily to the August 2025 refinancing of all of our outstanding 6.625% Senior Notes due 2027 (the "2027 Notes"), which resulted in a higher interest rate on our 8.500% Senior Secured Notes due 2030 (the "2030 Notes") compared to the 2027 Notes. This adverse interest impact was partially offset by lower interest rates and lower borrowings on our revolving credit facility in the 2026 second third quarter compared to the same quarter a year ago.

Income Tax Expense/Benefit

In the three months ended June September 30, 2026, income tax expense was $2.4 $3.1 million on pre-tax income from continuing operations of $14.4 $16.5 million, representing an effective income tax rate of 17%. 19%. The effective rate for the three-month period is lower than the U.S. statutory rate due primarily to federal research and development tax credit benefit. In the three months ended June September 30, 2025, income tax expense benefit was $1.8 $0.4 million on pre-tax income of $10.7 $4.5 million. representing an effective income tax rate of 17%. The rates for the three months ended June 30, 2026 and 2025 are lower than tax benefit in the statutory rate due three-month period is primarily due to increased federal research and development tax credit benefit.

1 unchanged paragraph

Net sales $ 861.1 $ 805.5 $ 55.6 6.9 %

Cost of sales 709.5 669.2 40.3 6.0 %

SG&A expenses 104.8 95.0 9.8 10.3 %

Restructuring and other special charges 2.6 2.3 0.3 13.0 %

Operating income 44.2 39.0 5.2 13.3 %

Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 30, 2025

Nine Months Ended September 30,

2026 2025 $ Change % Change

Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025 (Dollars in millions, except per share data)

Net sales $ 1,319.6 $ 1,204.1 $ 115.5 9.6 %

Cost of sales 1,085.8 1,001.2 84.6 8.4 %

SG&A expenses 159.0 141.5 17.5 12.4 %

SG&A expenses as a percentage of net sales 12.2 12.0 % 11.8 %

Restructuring and other special charges 4.0 5.1 (1.1) (21.6) %

Operating income 70.8 56.3 14.5 25.8 %

1 unchanged paragraph

Interest expense, net (24.6) (22.2) (2.4) 10.8 %

Income from continuing operations before income taxes 23.9 20.4 3.5 17.2 %

Income tax expense (4.0) (3.7) (0.3) 8.1 %

Income from continuing operations 19.9 16.7 3.2 19.2 %

Loss attributable to noncontrolling interests 0.5 1.1 (0.6) (54.5) %

Interest expense, net (36.8) (34.7) (2.1) 6.1 %

Loss on extinguishment of debt — (2.0) 2.0 *

Income from continuing operations before income taxes 40.4 24.9 15.5 62.2 %

Income tax expense (7.1) (3.3) (3.8) *

Income from continuing operations 33.3 21.6 11.7 54.2 %

Loss attributable to noncontrolling interests 0.9 1.7 (0.8) (47.1) %

Income from continuing operations attributable to Park-Ohio Holdings Corp. common shareholders $ 20.4 34.2 $ 17.8 23.3 $ 2.6 14.6 10.9 46.8 %

1 unchanged paragraph

Continuing operations $ 1.47 $ 1.30 $ 0.17 13.1 %

Continuing operations $ 1.44 $ 1.28 $ 0.16 12.5 %

Continuing operations $ 2.46 $ 1.69 $ 0.77 45.6 %

Continuing operations $ 2.41 $ 1.67 $ 0.74 44.3 %

Net sales increased 6.9% 9.6% to $861.1 $1,319.6 million in the first six nine months of 2026 compared to $805.5 $1,204.1 million in the same period in 2025. This increase was primarily due to higher customer demand in each of our business segments.

The factors explaining the changes in segment net sales for the six nine months ended June September 30, 2026 compared to the corresponding 2025 period are contained in the "Segment Results" section below.

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Cost of sales increased to $709.5 $1,085.8 million in the first six nine months of 2026 compared to $669.2 $1,001.2 million in the same period in 2025, driven by the increase in net sales. Gross margin was 17.6% 17.7% in the 2026 period compared to 16.9% in the corresponding 2025 period, with the year-over-year gross margin increase driven by the profit flow-through from the higher sales and ongoing profit-enhancement activities throughout the Company.

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and 86 more changes in the filing

Market risk 1 change

We are exposed to market risk, including changes in interest rates. As of June September 30, 2026, we are subject to interest rate risk on borrowings under the floating rate revolving credit facility provided by our Credit Agreement. A 100-basis-point increase in the interest rate would have resulted in an increase in interest expense on these borrowings of approximately $1.4 $2.2 million during the six-month nine-month period ended June September 30, 2026.

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Controls and procedures 1 change

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During the quarter ended June September 30, 2026, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Legal proceedings 2 changes

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In addition to the routine lawsuits and asserted claims noted above, we were a party to the lawsuits and legal proceedings described below as of June September 30, 2026:

We were a co-defendant in 120 127 cases asserting claims on behalf of 163 170 plaintiffs alleging personal injury as a result of exposure to asbestos. These asbestos cases generally relate to production and sale of asbestos-containing products and allege various theories of liability, including negligence, gross negligence and strict liability, and seek compensatory and, in some cases, punitive damages.

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Unregistered sales of stock 10 changes

The table below summarizes the information regarding our repurchases of the Company's common stock during the quarter ended June September 30, 2026.

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April 1 — April 30, 2026 342 (2) $ 28.95 — 443,207

May 1 — May 31, 2026 32,593 (2) $ 32.53 — 443,207

June 1 — June 30, 2026 25,536 (2) 37.74 — 443,207

Total 58,471 $ 34.78 — 443,207

July 1 — July 31, 2026 30,883 (2) $ 38.62 — 443,207

August 1 — August 31, 2026 2,012 (2) $ 47.37 — 443,207

September 1 — September 30, 2026 — (2) — — 443,207

Total 32,895 $ 39.16 — 443,207

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(2) Consists of an aggregate total of 58,471 32,895 shares of common stock we acquired from recipients of restricted stock awards at the time of vesting of such awards in order to settle recipient withholding tax liabilities.

Other information 1 change

On June 29, August 10, 2026 , Robert D. Vilsack Patrick W. Fogarty , the Company's Chief Legal Vice President and Administrative Chief Financial Officer Corporate Secretary , entered into a written plan for the sale of up to 40,000 60,000 shares of the Company's common stock. The plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and is scheduled to terminate no later than August 16, 9, 2027 . Other than Mr. Vilsack, Fogarty, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408 of Regulation S-K) during the quarter ended June September 30, 2026.

Exhibits 2 changes

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Date: August 6, 2026

Date: November 5, 2026