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 1330, ~~2023~~2025

Commission file number: 333-43005-01

PARK-OHIO INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Ohio

34-6520107

(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: None

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))

Securities registered pursuant to Section 12(b) of the Act: None


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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 1330, ~~2023~~2025, ~~Park-Ohio~~the ~~Industries,~~board ~~Inc.~~of ~~(“Industries”),~~directors ~~a wholly owned subsidiary~~ of Park-Ohio Holdings Corp. (“Holdings”), ~~and~~elected ~~certain~~Andrew ofC. ~~Industries’~~Clarke ~~wholly~~as ~~owned~~a ~~direct~~member ~~and~~of ~~indirect~~the ~~subsidiaries~~board ~~entered~~in ~~into Amendment No. 8 (~~the ~~“Amendment”)~~class toof ~~the~~directors ~~Seventh~~that ~~Amended~~will ~~and~~stand ~~Restated~~for ~~Credit~~re-election ~~Agreement~~at (the ~~“Credit~~Holdings' ~~Agreement”)~~2027 ~~with~~Annual ~~the~~Meeting ~~other~~of ~~loan parties thereto~~Shareholders, ~~the~~effective ~~lenders~~immediately. ~~party~~Mr. ~~thereto,~~Clarke ~~JPMorgan~~was ~~Chase~~also ~~Bank,~~elected ~~N.A.,~~to asthe ~~Administrative~~board ~~Agent,~~of ~~JPMorgan~~directors ~~Chase~~of ~~Bank,~~Holdings' ~~N.A.,~~principal ~~Toronto~~operating ~~Branch~~subsidiary, asPark-Ohio ~~Canadian Agent~~Industries, ~~and JP Morgan Europe Limited~~Inc., aseffective ~~European Agent~~immediately.

~~The~~As ~~Amendment,~~a ~~among~~non-employee ~~other things~~director, ~~i) releases General Aluminum Mfg~~Mr. ~~LLC~~Clarke ~~from~~will ~~its~~receive ~~obligations~~compensation asin ~~a domestic loan guarantor and a loan party under~~ the ~~Credit~~same ~~Agreement~~manner ~~upon~~as aHoldings' ~~Specified~~other ~~Disposition~~non-employee ~~and~~directors, ~~ii)~~which ~~extends~~compensation ~~the~~was ~~scheduled~~previously ~~Maturity~~disclosed ~~Date~~in ~~from~~its ~~November~~definitive ~~26,~~proxy ~~2024,~~statement toon ~~September~~Schedule 1314A, ~~2028~~filed ~~(or,~~with ~~if earlier,~~ the ~~date~~Securities ~~that~~Exchange isCommission ~~ninety-one~~on ~~(91)~~April ~~days~~8, ~~prior to the scheduled maturity date of the 2017 Senior Notes)~~2025.

Some of the financial institutions party to the Credit Agreement, and some of their affiliates, have, from time to time, provided certain investment banking, commercial banking and financial advisory services to Industries and its affiliates, for which they received customary fees and commissions.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

ExhibitNumber						Description
4.1						Amendment no. 8 to the Seventh Amended and Restated Credit Agreement, dated September 13, 2023. Among Park-Ohio Industries, Inc., RB&W Corporation of Canada, the European Borrowers (as defined therein) party thereto, the other Loan Parties (as defined therein), the Lenders (as defined therein), JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, J.P. Morgan Europe Limited, as European agent and J.P. Morgan Securities Inc., as sole lead arranger and bookrunning manager. (filed as Exhibit 4.1 to Form 8-K of Park-Ohio Holdings Corp. filed on September 13, 2023, SEC File No. 000-03134 and incorporated herein by reference and made a part of).

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 Industries, Inc.

(Registrant)

Dated:

~~September~~October 181, ~~2023~~2025

/s/ Robert D. Vilsack

Robert D. Vilsack

Chief Legal Officer

Chief Legal and Administrative Officer, Corporate Secretary

Filing Compare · PARK OHIO INDUSTRIES INC/OH