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) ~~August 6~~September 30, 2025

Commission file number: 000-03134

~~Park~~PARK-~~Ohio~~OHIO ~~Holdings~~HOLDINGS ~~Corp~~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

(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. ¨


☐			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. ¨

Item 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~August 6~~September 30, 2025, the board of directors of Park-Ohio Holdings Corp. ~~issued~~(“Holdings”) elected Andrew C. Clarke as a ~~press~~member ~~release~~of ~~announcing~~the ~~its~~board ~~quarter~~in ~~ended~~the ~~June 30~~class of directors that will stand for re-election at the Holdings' 2027 Annual Meeting of Shareholders, ~~2025~~effective ~~results~~immediately. ~~The~~Mr. ~~press~~Clarke ~~release~~was isalso ~~attached~~elected ~~hereto~~to asthe ~~Exhibit 99~~board of directors of Holdings' principal operating subsidiary, Park-Ohio Industries, Inc.1, effective immediately.

~~The~~As ~~information~~a ~~contained~~non-employee indirector, ~~this~~Mr. ~~Current~~Clarke ~~Report~~will ~~shall~~receive ~~not~~compensation bein ~~deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~same ~~Exchange~~manner ~~Act of 1934,~~ as ~~amended~~Holdings' ~~(the~~other ~~“Exchange~~non-employee ~~Act”)~~directors, orwhich ~~incorporated~~compensation bywas ~~reference~~previously disclosed in ~~any~~its ~~filing~~definitive ~~under~~proxy ~~the~~statement ~~Securities~~on ~~Act~~Schedule ~~of 1933~~14A, asfiled ~~amended,~~with or the Securities Exchange ~~Act,~~Commission ~~except~~on asApril ~~shall~~8, ~~be expressly set forth by specific reference in such a filing~~2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber						Description
99.1						Park-Ohio Holdings Corp. Press Release, dated August 6, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Park-Ohio Holdings Corp.

(Registrant)

Dated:

~~August~~October 61, 2025

/s/ ~~Patrick~~Robert WD. ~~Fogarty~~Vilsack

Patrick W. Fogarty

Robert D. Vilsack

Vice President and Chief Financial Officer

Chief Legal and Administrative Officer, Corporate Secretary

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