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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

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)

(440) 947-2000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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

The registrant meets the conditions set forth in general instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form in reduced disclosure format.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ¨ Yes þ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☑

Smaller reporting company

☐

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 accountings standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

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All of the outstanding capital stock of the registrant is held by Park-Ohio Holdings Corp. As of October 31, 2025, 100 shares of the registrant’s common stock, $1 par value, were outstanding.

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Park-Ohio Industries, Inc. and Subsidiaries

Index


		Page
	Part I. Financial Information

Item 1.	Condensed Consolidated Financial Statements	4
	Notes to Condensed Consolidated Financial Statements (Unaudited) — September 30, 2025	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	28
Item 4.	Controls and Procedures	28

	Part II. Other Information
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	31

Item 6.	Exhibits	31
Signatures		32

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Part I. Financial Information

Table of Contents


Item 1.			Condensed Consolidated Financial Statements

Park-Ohio Industries, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets


	(Unaudited)
	September 30, 2025		December 31, 2024
	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	41.5	$	44.1
Accounts receivable, net	275.0		249.5
Inventories, net	428.4		422.9


Receivable from affiliates	39.0		36.7
Other current assets	132.2		110.3

Total current assets	916.1		863.5
Property, plant and equipment, net	194.0		182.9
Operating lease right-of-use assets	42.3		40.3
Goodwill	115.7		111.7
Intangible assets, net	70.8		71.9
Other long-term assets	126.5		121.7
Total assets	$	1,465.4	$	1,392.0
LIABILITIES AND SHAREHOLDER’S EQUITY
Current liabilities:
Trade accounts payable	$	197.9	$	194.8
Payable to affiliates	7.2		7.2
Current portion of long-term debt and short-term debt	8.3		8.4
Current portion of operating lease liabilities	10.9		10.7
Accrued expenses and other	130.0		147.5

Total current liabilities	354.3		368.6
Long-term liabilities, less current portion:
Long-term debt	659.1		618.3

Long-term operating lease liabilities	31.6		29.8
Other long-term liabilities	20.4		18.9
Total long-term liabilities	711.1		667.0





Park-Ohio Industries, Inc. and Subsidiaries shareholder's equity	395.9		350.0
Noncontrolling interests	4.1		6.4
Total equity	400.0		356.4
Total liabilities and shareholder's equity	$	1,465.4	$	1,392.0

Refer to the accompanying notes to these unaudited condensed consolidated financial statements.

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Park-Ohio Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In millions)
Net sales	$	398.6	$	417.6	$	1,204.1	$	1,267.8
Cost of sales	332.0		345.3		1,001.2		1,050.9

Selling, general and administrative expenses	46.3		47.6		140.9		141.7
Restructuring and other special charges	2.8		0.9		5.1		2.4



Operating income	17.5		23.8		56.9		72.8

Other components of pension and other postretirement benefits income, net	1.7		1.1		5.3		3.8
Interest expense, net	(12.7)		(12.2)		(35.1)		(36.3)
Loss on extinguishment of debt	(2.0)		—		(2.0)		—
Income from continuing operations before income taxes	4.5		12.7		25.1		40.3
Income tax benefit (expense)	0.4		0.6		(3.3)		(5.3)


Income from continuing operations	4.9		13.3		21.8		35.0
Loss attributable to noncontrolling interests	0.6		0.5		1.7		1.9
Income from continuing operations attributable to Park-Ohio Industries, Inc. common shareholder	5.5		13.8		23.5		36.9
Loss from discontinued operations, net of tax	(0.2)		(3.9)		(0.5)		(5.3)
Net income attributable to Park-Ohio Industries, Inc. common shareholder	$	5.3	$	9.9	$	23.0	$	31.6

Refer to the accompanying notes to these unaudited condensed consolidated financial statements.

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Park-Ohio Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In millions)
Net income attributable to Park-Ohio Industries, Inc. common shareholder before noncontrolling interest	$	4.7	$	9.4	$	21.3	$	29.7
Other comprehensive income (loss), net of tax:
Currency translation	(0.7)		7.4		22.0		2.5
Foreign currency forward contracts	(0.6)		(0.2)		1.6		(1.3)
Pension and other postretirement benefits	0.3		0.6		0.6		1.5
Total other comprehensive income (loss)	(1.0)		7.8		24.2		2.7
Total comprehensive income, net of tax	3.7		17.2		45.5		32.4
Comprehensive loss attributable to noncontrolling interests	0.6		0.5		1.7		1.9
Comprehensive income attributable to Park-Ohio Industries, Inc. common shareholder	$	4.3	$	17.7	$	47.2	$	34.3

Refer to the accompanying notes to these unaudited condensed consolidated financial statements.

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Park-Ohio Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Shareholder's Equity (Unaudited)


	Common Stock	Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total
	(In millions)
Balance at January 1, 2025	—	$	186.6	$	215.2	$	(51.8)	$	6.4	$	356.4
Other comprehensive income (loss)	—	—		8.3		10.4		(0.7)		18.0
Stock-based compensation expense	—	1.5		—		—		—		1.5

Dividend paid to parent	—	—		(2.0)		—		—		(2.0)

Balance at March 31, 2025	—	188.1		221.5		(41.4)		5.7		373.9
Other comprehensive income (loss)	—	—		9.4		14.8		(0.4)		23.8
Stock-based compensation expense	—	1.3		—		—		—		1.3
Dividend paid to parent	—	—		(1.6)		—		—		(1.6)
Balance at June 30, 2025	—	189.4		229.3		(26.6)		5.3		397.4
Other comprehensive income (loss)	—	—		5.3		(1.0)		(0.6)		3.7
Stock-based compensation expense	—	1.3		—		—		—		1.3

Dividend paid to parent	—	—		(1.8)		—		—		(1.8)
Dividends	—	—		—		—		(0.6)		(0.6)
Balance at September 30, 2025	—	$	190.7	$	232.8	$	(27.6)	$	4.1	$	400.0


	Common Stock	Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total
	(In millions)
Balance at January 1, 2024	—	$	151.4	$	187.9	$	(43.7)	$	9.6	$	305.2
Other comprehensive income (loss)	—	—		9.7		(1.3)		(0.5)		7.9
Stock-based compensation expense	—	1.5		—		—		—		1.5

Dividend paid to parent	—	—		(1.5)		—		—		(1.5)

Balance at March 31, 2024	—	152.9		196.1		(45.0)		9.1		313.1
Other comprehensive income (loss)	—	—		12.0		(3.8)		(0.9)		7.3
Stock-based compensation expense	—	1.2		—		—		—		1.2
Dividend paid to parent	—	—		(1.5)		—		—		(1.5)
Balance at June 30, 2024	—	154.1		206.6		(48.8)		8.2		320.1
Other comprehensive income (loss)	—	—		9.9		7.8		(0.5)		17.2
Stock-based compensation expense	—	1.4		—		—		—		1.4
Investment from Park-Ohio Holdings Corp.	—	24.7		—		—		—		24.7
Dividend paid to parent	—	—		(1.8)		—		—		(1.8)
Dividends	—	—		—		—		(0.5)		(0.5)
Balance at September 30, 2024	—	$	180.2	$	214.7	$	(41.0)	$	7.2	$	361.1

Refer to the accompanying notes to these unaudited condensed consolidated financial statements.

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Park-Ohio Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Nine Months Ended September 30,
	2025		2024
	(In millions)
OPERATING ACTIVITIES FROM CONTINUING OPERATIONS
Income from continuing operations	$	21.8	$	35.0
Adjustments to reconcile income from continuing operations to net cash (used in) provided by operating activities from continuing operations:
Depreciation and amortization	24.8		25.2

Loss on extinguishment of debt	2.0		—
Stock-based compensation expense	4.1		4.1





Changes in operating assets and liabilities:
Accounts receivable	(15.9)		(7.9)
Inventories	—		(13.9)
Prepaid and other current assets	(19.5)		(18.7)
Accounts payable and accrued expenses	(23.0)		(9.6)


Other	(2.7)		(7.9)
Net cash (used in) provided by operating activities from continuing operations	(8.4)		6.3
INVESTING ACTIVITIES FROM CONTINUING OPERATIONS
Purchases of property, plant and equipment	(27.6)		(22.3)

Business acquisitions, net of cash acquired	—		(11.0)



Net cash used in investing activities from continuing operations	(27.6)		(33.3)
FINANCING ACTIVITIES FROM CONTINUING OPERATIONS
Proceeds from revolving credit facility, net	48.8		18.7
Payments on other debt	(1.9)		(4.4)
Proceeds from other debt	1.0		5.8
Payments on finance lease facilities, net	(1.9)		(1.7)
Issuance of 8.5% Senior Notes due 2030, net of discount	348.3		—
Redemption of 6.625% Senior Notes due 2027	(350.0)		—

Payments for debt refinancing fees and expenses	(6.5)		—

Capital contributions from Park-Ohio Holdings Corp.	—		24.7
Payments related to prior acquisitions	—		(2.2)
Dividends paid to Parent	(5.4)		(4.8)


Dividends	(0.6)		(0.5)

Net cash provided by financing activities from continuing operations	31.8		35.6
DISCONTINUED OPERATIONS:
Total used by operating activities	(0.5)		(4.1)


Decrease in cash and cash equivalents from discontinued operations	(0.5)		(4.1)
Effect of exchange rate changes on cash	2.1		0.4
(Decrease) increase in cash and cash equivalents	(2.6)		4.9
Cash and cash equivalents at beginning of period	44.1		44.7
Cash and cash equivalents at end of period	$	41.5	$	49.6

Refer to the accompanying notes to these unaudited condensed consolidated financial statements.

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Park-Ohio Industries, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

NOTE 1 — Basis of Presentation

The condensed consolidated financial statements include the accounts of Park-Ohio Industries, Inc. and its subsidiaries (collectively, “we,” “our” or the “Company”). All intercompany accounts and transactions have been eliminated in consolidation. Park-Ohio Industries, Inc. is a wholly-owned subsidiary of Park-Ohio Holdings Corp. (“Holdings”).

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 nine-month periods ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The balance sheet at December 31, 2024 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, 2024.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2 — New Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance requires additional annual disclosures for income taxes. 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 guidance on our consolidated financial statement disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. 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.

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

NOTE 3 — Revenue

We disaggregate our revenue by product line and geographic region of our customers as we believe these metrics best depict how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors. See details in the tables below.

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Park-Ohio Industries, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In millions)
PRODUCT LINE
Supply technologies	$	158.9	$	165.5	$	481.3	$	506.9
Engineered specialty fasteners and other products	26.6		29.0		79.1		87.1
Supply Technologies Segment	185.5		194.5		560.4		594.0

Fuel, rubber and plastic products	97.0		98.7		289.0		309.0
Assembly Components Segment	97.0		98.7		289.0		309.0

Industrial equipment	89.6		96.5		271.7		269.7
Forged and machined products	26.5		27.9		83.0		95.1
Engineered Products Segment	116.1		124.4		354.7		364.8

Total	$	398.6	$	417.6	$	1,204.1	$	1,267.8


	Supply Technologies Segment		Assembly Components Segment		Engineered Products Segment		Total Revenues
	(In millions)
Three Months Ended September 30, 2025
GEOGRAPHIC REGION
United States	$	103.5	$	56.9	$	59.2	$	219.6
Europe	41.7		4.0		25.0		70.7
Asia	19.2		7.3		17.6		44.1
Mexico	17.7		16.6		2.9		37.2
Canada	3.2		8.3		8.3		19.8
Other	0.2		3.9		3.1		7.2
Total	$	185.5	$	97.0	$	116.1	$	398.6

Three Months Ended September 30, 2024
GEOGRAPHIC REGION
United States	$	111.1	$	64.6	$	64.9	$	240.6
Europe	36.2		4.2		20.7		61.1
Asia	23.5		7.7		25.7		56.9
Mexico	18.7		13.3		5.0		37.0
Canada	3.6		7.7		7.2		18.5
Other	1.4		1.2		0.9		3.5
Total	$	194.5	$	98.7	$	124.4	$	417.6

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Park-Ohio Industries, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025


	Supply Technologies Segment		Assembly Components Segment		Engineered Products Segment		Total Revenues
	(In millions)
Nine Months Ended September 30, 2025
GEOGRAPHIC REGION
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

Nine Months Ended September 30, 2024
GEOGRAPHIC REGION
United States	$	344.1	$	204.7	$	198.8	$	747.6
Europe	115.0		12.9		60.8		188.7
Asia	63.8		24.2		60.9		148.9
Mexico	57.6		40.2		14.5		112.3
Canada	11.4		23.6		20.4		55.4
Other	2.1		3.4		9.4		14.9
Total	$	594.0	$	309.0	$	364.8	$	1,267.8

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 $52.0 million and $45.3 million at September 30, 2025 and December 31, 2024, 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 $55.9 million and $53.1 million at September 30, 2025 and December 31, 2024, respectively, are recorded in Accrued expenses and other in the Condensed Consolidated Balance Sheets.

NOTE 4 — Segments

The Company operates three reportable segments: Supply Technologies, Assembly Components and Engineered Products. The chief operating decision maker is the Company's Chief Executive Officer. For purposes of measuring business segment performance, the chief operating decision maker utilizes segment operating income, which is defined as revenues less expenses identifiable to the product lines within each segment. The Company does not allocate items that are non-operating; 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; other components of pension and other postretirement benefits income, net; and interest expense, net.

Results by business segment were as follows:

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Park-Ohio Industries, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025


	Supply Technologies		Assembly Components		Engineered Products		Corporate		Total
	(In millions)
	Three Months Ended September 30, 2025
Net sales	$	185.5	$	97.0	$	116.1	$	—	$	398.6
Cost of sales	150.0		86.6		95.4		—		332.0
Gross profit	35.5		10.4		20.7		—		66.6
Selling, general and administrative expenses	17.1		4.4		17.0		7.8		46.3
Restructuring and other special charges	1.0		1.3		0.3		0.2		2.8
Operating income	17.4		4.7		3.4		(8.0)		17.5
Other components of pension and other postretirement benefits income, net									1.7

Interest expense, net									(12.7)
Loss on extinguishment of debt									(2.0)
Income from continuing operations before income taxes									$	4.5

	Three Months Ended September 30, 2024
Net sales	$	194.5	$	98.7	$	124.4	$	—	$	417.6
Cost of sales	157.2		87.1		101.0		—		345.3
Gross profit	37.3		11.6		23.4		—		72.3
Selling, general and administrative expenses	16.8		5.0		18.2		7.6		47.6
Restructuring and other special charges	—		0.5		0.4		—		0.9
Operating income	20.5		6.1		4.8		(7.6)		23.8
Other components of pension and other postretirement benefits income, net									1.1

Interest expense, net									(12.2)
Income from continuing operations before income taxes									$	12.7

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Park-Ohio Industries, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025


	Supply Technologies		Assembly Components		Engineered Products		Corporate		Total
	(In millions)
	Nine Months Ended September 30, 2025
Net sales	$	560.4	$	289.0	$	354.7	$	—	$	1,204.1
Cost of sales	457.5		256.5		287.2		—		1,001.2
Gross profit	102.9		32.5		67.5		—		202.9
Selling, general and administrative expenses	50.0		14.9		52.8		23.2		140.9
Restructuring and other special charges	1.4		2.0		1.5		0.2		5.1
Operating income	51.5		15.6		13.2		(23.4)		56.9
Other components of pension and other postretirement benefits income, net									5.3

Interest expense, net									(35.1)
Loss on extinguishment of debt									(2.0)
Income from continuing operations before income taxes									$	25.1

	Nine Months Ended September 30, 2024
Net sales	$	594.0	$	309.0	$	364.8	$	—	$	1,267.8
Cost of sales	483.6		273.0		294.3		—		1,050.9
Gross profit	110.4		36.0		70.5		—		216.9
Selling, general and administrative expenses	51.2		13.9		54.2		22.4		141.7
Restructuring and other special charges	0.2		0.5		1.7		—		2.4
Operating income	59.0		21.6		14.6		(22.4)		72.8
Other components of pension and other postretirement benefits income, net									3.8
Interest expense, net									(36.3)

Income from continuing operations before income taxes									$	40.3

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Park-Ohio Industries, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Capital expenditures:
Supply Technologies	$	5.9	$	2.7	$	13.7	$	7.2
Assembly Components	1.7		3.0		4.6		6.3
Engineered Products	2.5		3.0		8.3		7.1
Corporate	0.6		0.4		1.0		1.7
	$	10.7	$	9.1	$	27.6	$	22.3
Depreciation and amortization expense:
Supply Technologies	$	1.7	$	1.7	$	5.0	$	5.1
Assembly Components	3.2		3.4		9.8		10.3
Engineered Products	3.2		3.3		9.6		9.6
Corporate	0.2		0.1		0.4		0.2
	$	8.3	$	8.5	$	24.8	$	25.2

					September 30, 2025		December 31, 2024
Identifiable assets:
Supply Technologies					$	498.2	$	465.6
Assembly Components					303.2		284.3
Engineered Products					473.4		468.8
Corporate					190.6		173.3
					$	1,465.4	$	1,392.0

NOTE 5 — Inventories

Inventories, net consist of the following:


	September 30, 2025		December 31, 2024
	(In millions)
Raw materials and supplies	$	106.0	$	108.8
Work-in-process	52.3		53.5
Finished goods	270.1		260.6

Inventories, net	$	428.4	$	422.9

NOTE 6 — Accrued Warranty Costs

The Company estimates warranty claims that may be incurred based on current and historical data of products sold. Actual warranty expense could differ from the estimates made by the Company based on product performance. The following table presents changes in the Company’s product warranty liability for the three and nine months ended September 30, 2025 and 2024:

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Park-Ohio Industries, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In millions)
Beginning balance	$	5.1	$	5.8	$	5.3	$	5.5
Claims paid	(1.3)		(0.8)		(2.7)		(1.6)
Warranty expense	0.5		1.2		2.1		2.0
Acquisition	—		—		—		0.6
Foreign currency translation and other	(0.2)		0.2		(0.6)		(0.1)
Ending balance	$	4.1	$	6.4	$	4.1	$	6.4

NOTE 7 — Income Taxes

The Company’s tax provision for interim periods is determined using an estimate of its annual effective rate, adjusted for discrete items in each period, if any.

In the three months ended September 30, 2025, income tax benefit was $0.4 million on pre-tax income from continuing operations of $4.5 million. The tax benefit in the three-month period is primarily due to federal research and development tax credits benefit (“R&D benefit”). In the nine months ended September 30, 2025, income tax expense was $3.3 million on pre-tax income of $25.1 million, representing an effective income tax rate of 13%. The effective income tax rate of 13% differed from the U.S. statutory rate primarily due to the R&D benefit.

In the three months ended September 30, 2024, income tax benefit was $0.6 million on pre-tax income from continuing operations of $12.7 million. The tax benefit in the three-month period included a benefit of $2.4 million primarily due to changes in estimates related to the prior year quarter's federal R&D benefit. In the nine months ended September 30, 2024, income tax expense was $5.3 million on pre-tax income of $40.3 million, representing an effective income tax rate of 13%. The effective income tax rate of 13% differed from the U.S. statutory rate primarily due to the R&D benefit.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBA”) was enacted into law. The OBBA contains several key tax law changes, including extensions and modifications of the Tax Cuts and Jobs Act. In accordance with Accounting Standards Codification (ASC) 740, Income Taxes, the Company is required to recognize the effect of the tax law changes in the period of enactment. The Company is in the process of assessing the impacts from the tax law changes in the OBBA but does not expect a material impact to the Company’s Consolidated Financial Statements.

NOTE 8 — Financing Arrangements

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Park-Ohio Industries, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

Debt consists of the following:


				Carrying Value at
	Maturity Date	Interest Rate at September 30, 2025		September 30, 2025		December 31, 2024
				(In millions)
Senior Notes	July 31, 2030	8.500	%	$	348.3	$	—
Senior Notes	April 15, 2027	6.625	%	—		$	350.0

Revolving credit facility	July 17, 2030	5.59	%	297.3		248.6


Finance Leases	Various	Various		15.3		17.0
Other	Various	Various		13.6		13.1
Total debt				674.5		628.7
Less: Current portion of long-term debt and short-term debt				(8.3)		(8.4)

Less: Unamortized debt issuance costs				(7.1)		(2.0)
Total long-term debt				$	659.1	$	618.3

On July 31, 2025, the Company completed the issuance of $350.0 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 the Company and are guaranteed (with certain exceptions) by the Company's domestic subsidiaries that guarantee the debt under the Credit Agreement on a senior secured basis. The Company used 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 its outstanding 6.625% Senior Notes due 2027 (the “2027 Notes”) and pay related fees and expenses.

On July 17, 2025, the Company 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 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, the Company has the option to increase the availability under the revolving credit facility. As of September 30, 2025, we had borrowing availability of $93.2 million under the Credit Agreement.

We had outstanding bank guarantees and letters of credit under our credit arrangements of $32.7 million at September 30, 2025 and $38.5 million at December 31, 2024.

The following table represents fair value information of the Notes, classified as Level 1 using estimated quoted market prices.

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Park-Ohio Industries, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025


	2030 Notes		2027 Notes
	September 30, 2025		December 31, 2024
	(In millions)
Carrying amount	$	348.3	$	350.0
Fair value	$	362.4	$	344.3

The fair value of the revolving credit facility is equal to its carrying value as the Company has the ability to repay the outstanding principal at par value at any time. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments.

NOTE 9 — Stock-Based Compensation

A summary of Holdings' restricted share activity for the nine months ended September 30, 2025 is as follows:


	2025
	Time-Based
	Number of Shares	Weighted Average Grant Date Fair Value
	(In whole shares)
Outstanding - beginning of year	675,727	$	21.07
Granted(a)	286,869	17.83
Vested	(280,935)	19.41

Canceled or expired	(15,748)	18.27
Outstanding - end of period	665,913	$	20.44

(a) - Included in this amount are 2,422 restricted share units.

Stock-based compensation is included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Income. Total stock-based compensation expense was $1.3 million and $1.4 million for the three months ended

September 30, 2025 and 2024, respectively. Total stock-based compensation expense was $4.1 million in both the nine

months ended September 30, 2025 and 2024. As of September 30, 2025, there was $8.8 million of unrecognized compensation cost related to non-vested stock-based compensation, which is expected to be recognized over a weighted-average period of 2.0 years.

NOTE 10 — Commitments and Contingencies

The Company is subject to a variety of claims, suits, investigations and administrative proceedings with respect to commercial, premises liability, product liability, employment, personal injury and environmental matters arising from the ordinary course of business. The Company records a liability for loss contingencies in the consolidated financial statements when a loss is known or considered probable and the amount can be reasonably estimated. Our provisions are based on historical experience, current information and legal advice, and they may be adjusted in the future based on new developments. Estimating probable losses requires the analysis of multiple forecasted factors that often depend on judgments and potential actions by third parties. Although it is not possible to predict with certainty the ultimate outcome or cost of these matters, the Company believes they will not have a material adverse effect on our consolidated financial statements.

Our subsidiaries are involved in a number of contractual and warranty-related disputes. We believe that appropriate liabilities for these contingencies have been recorded; however, actual results may differ materially from our estimates.

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Park-Ohio Industries, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

In addition to the routine lawsuits and asserted claims noted above, we are also a co-defendant in 119 cases asserting claims on behalf of 163 plaintiffs alleging personal injury as a result of exposure to asbestos. In every asbestos case in which we are named as a party, the complaints are filed against multiple named defendants. Historically, we have been dismissed from asbestos cases. We intend to vigorously defend these cases and believe we will continue to be successful in being dismissed from such cases.

While it is not possible to predict the ultimate outcome of asbestos-related lawsuits, claims and proceedings due to the unpredictable nature of personal injury litigation, 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.

NOTE 11 — Pension and Postretirement Benefits

The components of pension and other postretirement benefits income, net recognized for the three and nine months ended September 30, 2025 and 2024 were as follows:


	Pension Benefits								Postretirement Benefits
	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024		2025		2024		2025		2024
	(In millions)
Service costs	$	1.2	$	1.0	$	3.1	$	3.3	$	—	$	—	$	—	$	—
Interest costs	0.9		0.9		2.6		2.6		—		0.1		0.1		0.2
Expected return on plan assets	(2.9)		(2.7)		(8.5)		(8.0)		—		(0.1)		(0.1)		(0.2)
Recognized net actuarial loss	0.2		0.6		0.5		1.4		0.1		0.1		0.1		0.2
Net periodic benefit (income) expense	$	(0.6)	$	(0.2)	$	(2.3)	$	(0.7)	$	0.1	$	0.1	$	0.1	$	0.2

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Park-Ohio Industries, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

NOTE 12 — Accumulated Other Comprehensive Loss

The components of and changes in accumulated other comprehensive loss for the three and nine months ended September 30, 2025 and 2024 were as follows:


	Cumulative Translation Adjustment		Cash Flow Hedges		Pension and Postretirement Benefits		Total		Cumulative Translation Adjustment		Cash Flow Hedges		Pension and Postretirement Benefits		Total
	(In millions)
	Three Months Ended September 30, 2025								Three Months Ended September 30, 2024
Beginning balance	$	(23.3)	$	1.8	$	(5.1)	$	(26.6)	$	(35.4)	$	(1.1)	$	(12.3)	$	(48.8)
Currency translation(a)	(0.7)		—		—		(0.7)		7.4		—		—		7.4
Foreign currency forward contracts, net of tax	—		(0.6)		—		(0.6)		—		(0.2)		—		(0.2)
Pension and OPEB activity, net of tax	—		—		0.3		0.3		—		—		0.6		0.6


Ending balance	$	(24.0)	$	1.2	$	(4.8)	$	(27.6)	$	(28.0)	$	(1.3)	$	(11.7)	$	(41.0)

	Nine Months Ended September 30, 2025								Nine Months Ended September 30, 2024
Beginning balance	$	(46.0)	$	(0.4)	$	(5.4)	$	(51.8)	$	(30.5)	$	—	$	(13.2)	$	(43.7)
Currency translation(a)	22.0		—		—		22.0		2.5		—		—		2.5
Foreign currency forward contracts	—		1.6		—		1.6		—		(1.3)		—		(1.3)
Pension and OPEB activity, net of tax	—		—		0.6		0.6		—		—		1.5		1.5


Ending balance	$	(24.0)	$	1.2	$	(4.8)	$	(27.6)	$	(28.0)	$	(1.3)	$	(11.7)	$	(41.0)

(a)No income taxes were provided on currency translation as foreign earnings are considered permanently reinvested.

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Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our condensed consolidated financial statements include the accounts of Park-Ohio Industries, Inc. and its subsidiaries (collectively, “we,” “our,” or the “Company”). All significant intercompany transactions have been eliminated in consolidation. Park-Ohio Industries, Inc. is a wholly-owned subsidiary of Park-Ohio Holdings Corp. (“Holdings”).

EXECUTIVE OVERVIEW

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 aluminum products and 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 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: ferrous and non-ferrous metals; coatings; forging; foundry; heavy-duty truck; construction equipment; automotive; oil and gas; rail; aerospace and defense; and power generation.

Our business is global in scope, and government trade actions may materially and adversely impact our business, financial condition and results of operations. The U.S. government has recently taken, and may continue to take, trade actions that impact or could impact our operations, including, but not limited to, imposing tariffs on certain goods and raw materials imported into the United States. For example, during April 2025, the U.S. government announced baseline tariffs on products from all countries and additional individualized reciprocal tariffs on the countries with which the United States has the largest trade deficits, including China. In addition, several governments, including the European Union, China and India, have imposed tariffs, including reciprocal tariffs, on certain goods imported from the United States. Given the current macroeconomic environment and uncertainty around tariffs, we continue to assess the impact of added costs for certain imported raw materials and other components and demand softness in certain of our key end markets. We are working with our customers and suppliers and expect to mitigate the impact of added costs caused by tariffs. Conversely, we believe many of our businesses are well positioned to benefit in the long term from the current environment due to higher production activity and localized sourcing back into the United States.

Sales and operating income for these three segments are provided in Note 4 to the condensed consolidated financial statements, included elsewhere herein.

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RESULTS OF CONTINUING OPERATIONS

Three Months Ended September 30, 2025 Compared with Three Months Ended September 30, 2024


	Three Months Ended September 30,
	2025			2024			$ Change		% Change
	(Dollars in millions)
Net sales	$	398.6		$	417.6		$	(19.0)	(4.5)	%
Cost of sales	332.0			345.3			(13.3)		(3.9)	%


Selling, general and administrative (“SG&A”) expenses	46.3			47.6			(1.3)		(2.7)	%
SG&A expenses as a percentage of net sales	11.6		%	11.4		%
Restructuring and other special charges	2.8			0.9			1.9		*


Operating income	17.5			23.8			(6.3)		(26.5)	%
Other components of pension and other postretirement benefits income, net	1.7			1.1			0.6		54.5	%
Interest expense, net	(12.7)			(12.2)			(0.5)		4.1	%
Loss on extinguishment of debt	(2.0)			—			(2.0)		*
Income from continuing operations before income taxes	4.5			12.7			(8.2)		(64.6)	%
Income tax benefit	0.4			0.6			(0.2)		(33.3)	%


Income from continuing operations	4.9			13.3			(8.4)		(63.2)	%
Loss attributable to noncontrolling interests	0.6			0.5			0.1		20.0	%
Income from continuing operations attributable to Park-Ohio Industries, Inc. common shareholder	$	5.5		$	13.8		$	(8.3)	(60.1)	%

* Calculation not meaningful

Net Sales

Net sales decreased 4.5% to $398.6 million in the third quarter of 2025 compared to $417.6 million in the same period in 2024. This decrease was primarily due to lower demand in each of our business segments.

The factors explaining the changes in segment net sales for the three months ended September 30, 2025 compared to the corresponding 2024 period are contained within the “Segment Results” section below.

Cost of Sales and Gross Margin

Cost of sales decreased to $332.0 million in the third quarter of 2025 compared to $345.3 million in the same period in 2024. The decrease in cost of sales was primarily due to the decrease in net sales in the 2025 period compared to the corresponding period in 2024 and the impact of ongoing profit improvement initiatives. Gross margin was 16.7% in the 2025 period compared to 17.3% in the corresponding 2024 period, with the decrease driven by the decrease in net sales described above.

SG&A Expenses

SG&A expenses were $46.3 million in the third quarter of 2025 compared to $47.6 million in the comparable period in 2024, a decrease of 2.7%. As a percentage of net sales, SG&A expenses were 11.6% in the third quarter of 2025 compared to 11.4% in corresponding 2024 period. The increase as a percentage of net sales was driven by ongoing inflation, higher employee costs and fixed SG&A costs over lower sales levels.

Restructuring and Other Special Charges

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

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During the third quarter of 2024, the Company recorded charges of $0.9 million in connection with restructuring and other special charges, which included $0.5 million in our Assembly Components segment and $0.4 million in our Engineered Products segment.

Other Components of Pension and Other Postretirement Benefits (“OPEB”) Income, Net

Other components of pension and OPEB income, net was $1.7 million in the quarter ended September 30, 2025 compared to $1.1 million in the corresponding quarter in 2024. This increase was due to lower net actuarial losses impacting 2025 compared to 2024.

Interest Expense, Net

Interest expense, net was $12.7 million in the third quarter of 2025 compared to $12.2 million in the 2024 third quarter. The increase was due primarily to the higher interest rate on our newly issued 8.500% Senior Secured Notes due 2030 (the “2030 Notes”) compared to the 6.625% Senior Notes due 2027 (the “2027 Notes”), partially offset by lower interest rates on our revolving credit facility in the 2025 third quarter compared to the same quarter a year ago.

Loss on Extinguishment of Debt

During the third quarter of 2025, the Company issued the 2030 notes and used the net proceeds, along with cash on hand, to redeem all of our outstanding 2027 Notes. In connection with this transaction, the Company recorded a $2.0 million loss on extinguishment of debt.

Income Tax Benefit

In the three months ended September 30, 2025, income tax benefit was $0.4 million on pre-tax income from continuing operations of $4.5 million. The tax benefit in the three month-period is primarily due to federal research and development tax credits benefit (“R&D benefit”).

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RESULTS OF CONTINUING OPERATIONS

Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024


	Nine Months Ended September 30,
	2025			2024			$ Change		% Change
	(Dollars in millions)
Net sales	$	1,204.1		$	1,267.8		$	(63.7)	(5.0)	%
Cost of sales	1,001.2			1,050.9			(49.7)		(4.7)	%


SG&A expenses	140.9			141.7			(0.8)		(0.6)	%
SG&A expenses as a percentage of net sales	11.7		%	11.2		%
Restructuring and other special charges	5.1			2.4			2.7		*



Operating income	56.9			72.8			(15.9)		(21.8)	%

Other components of pension and other postretirement benefits income, net	5.3			3.8			1.5		39.5	%
Interest expense, net	(35.1)			(36.3)			1.2		(3.3)	%
Loss on extinguishment of debt	(2.0)			—			(2.0)		*
Income from continuing operations before income taxes	25.1			40.3			(15.2)		(37.7)	%
Income tax expense	(3.3)			(5.3)			2.0		(37.7)	%


Income from continuing operations	21.8			35.0			(13.2)		(37.7)	%
Loss attributable to noncontrolling interests	1.7			1.9			(0.2)		(10.5)	%
Income from continuing operations attributable to Park-Ohio Industries, Inc. common shareholder	$	23.5		$	36.9		$	(13.4)	(36.3)	%

* Calculation not meaningful

Net Sales

Net sales decreased 5.0% to $1,204.1 million in the first nine months of 2025 compared to $1,267.8 million in the same period in 2024. This decrease was primarily due to lower demand in each of our business segments.

The factors explaining the changes in segment net sales for the nine months ended September 30, 2025 compared to the corresponding 2024 period are contained in the “Segment Results” section below.

Cost of Sales and Gross Margin

Cost of sales decreased to $1,001.2 million in the first nine months of 2025 compared to $1,050.9 million in the same period in 2024, driven by the decrease in net sales described above and the impact of ongoing profit improvement initiatives. Gross margin was 16.9% in the 2025 period compared to 17.1% in the corresponding 2024 period. The year-over-year gross margin decrease was driven by the decrease in net sales described above.

SG&A Expenses

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SG&A expenses were $140.9 million in the first nine months of 2025, compared to $141.7 million in the same period in 2024, a decrease of 0.6%. As a percentage of net sales, SG&A expenses were 11.7% in the first nine months of 2025 compared to 11.2% in the comparable period in 2024. This increase as a percentage of net sales was driven by ongoing inflation, higher employee costs and fixed SG&A costs over lower sales levels.

Restructuring and Other Special Charges

During the first nine months of 2025, the Company recorded $5.1 million in connection restructuring and other special charges which included $1.4 million in our Supply Technologies segment, $2.0 million in our Assembly Components segment, $1.5 million in our Engineered Products segment and $0.2 million at Corporate.

During the first nine months of 2024, the Company recorded $2.1 million in connection restructuring and other special charges, primarily in our Assembly Components and Engineered Products segments, as well as acquisition-related charges of $0.3 million in connection with the acquisition of EMA Indutec GmbH (“EMA”).

Other Components of Pension and OPEB Income, Net

Other components of pension and OPEB income, net was $5.3 million in the first nine months of 2025 compared to $3.8 million in the corresponding period in 2024. This increase was due to lower net actuarial losses impacting 2025 compared to 2024.

Interest Expense, Net

Interest expense, net was $35.1 million in the first nine months of 2025 compared to $36.3 million in the 2024 period. The decrease was due primarily to lower interest rates on our revolver and lower average outstanding debt balances in the 2025 period compared to the same period a year ago, both partially offset by higher interest on our 2030 Notes at 8.500% compared to the 2027 Notes at 6.625%.

Loss on Extinguishment of Debt

During the first nine months of 2025, the Company issued the 2030 notes and used the net proceeds, along with cash on hand, to redeem all of our outstanding 2027 Notes. In connection with this transaction, the Company recorded a $2.0 million loss on extinguishment of debt.

Income Tax Expense

In the nine months ended September 30, 2025, income tax expense was $3.3 million on pre-tax income of $25.1 million, representing an effective income tax rate of 13%. The effective income tax rate of 13% differed from the U.S. statutory rate primarily due to the R&D benefit.

In the nine months ended September 30, 2024, income tax expense was $5.3 million on pre-tax income of $40.3 million, representing an effective income tax rate of 13%. The effective income tax rate of 13% differed from the U.S. statutory rate primarily due to the R&D benefit.

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SEGMENT RESULTS

For purposes of measuring business segment performance, the chief operating decision maker utilizes segment operating income, which is defined as revenues less expenses identifiable to the product lines within each segment. The Company does not allocate items that are non-operating; 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; other components of pension and other postretirement benefits income, net; and interest expense, net.

Supply Technologies Segment


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
	(Dollars in millions)
Net sales	$	185.5		$	194.5		$	560.4		$	594.0
Segment operating income	$	17.4		$	20.5		$	51.5		$	59.0
Segment operating income margin	9.4		%	10.5		%	9.2		%	9.9		%

Three months ended September 30:

Net sales decreased 4.6% in the three months ended September 30, 2025 compared to the 2024 period due primarily to lower customer demand in certain key North American end markets, including industrial equipment, bus and coach and consumer electronics, partially offset by increases in the electrical, heavy-duty truck, semiconductor and agricultural end markets. Sales in our fastener manufacturing business were down 8.3% year-over-year, driven by overall market softness.

Segment operating income was $17.4 million in the 2025 period compared to $20.5 million in the 2024 period. Operating income margin was 9.4% in the 2025 quarter compared to 10.5% in the 2024 quarter. In the 2025 period, profit-enhancement actions, including alignment of variable costs to lower demand levels, partially offset the impact of lower sales levels on profitability. In the 2025 period, charges related to restructuring and other special charges were $1.0 million.

Nine months ended September 30:

Net sales decreased 5.7% in the nine months ended September 30, 2025 compared to the 2024 period due primarily to lower customer demand in certain end markets in our supply chain business, including power sports, heavy-duty truck and bus, industrial and agricultural equipment and aerospace and defense, partially offset by increases in the electrical and semiconductor end markets. Sales in our fastener manufacturing business were down 9.2% year-over-year, driven by overall market softness.

Segment operating income was $51.5 million in the 2025 period compared to $59.0 million in the 2024 period. Operating income margin was 9.2% in the nine months ended September 30, 2025 compared to 9.9% in the 2024 period. In the 2025 period, profit-enhancement actions, including alignment of variable costs to lower demand levels, partially offset the impact of lower sales levels on profitability. In the 2025 and 2024 periods, charges related to restructuring and other special charges were $1.4 million and $0.2 million, respectively.

Assembly Components Segment


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
	(Dollars in millions)
Net sales	$	97.0		$	98.7		$	289.0		$	309.0
Segment operating income	$	4.7		$	6.1		$	15.6		$	21.6
Segment operating income margin	4.8		%	6.2		%	5.4		%	7.0		%

Three months ended September 30:

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Net sales decreased 1.7% in the three months ended September 30, 2025 compared to the 2024 period. Sales were lower quarter-over-quarter due primarily to lower unit volumes in our fuel rail and extruded rubber products, customer production delays on new business launches, and favorable pricing that ended in 2024 on certain legacy programs.

Segment operating income in the 2025 period decreased by $1.4 million, and segment operating income margin decreased by 140 basis points, compared to the corresponding period of 2024. The decreases in operating income and margin in the second quarter of 2025 compared to the 2024 period were due to the lower unit volumes. In the 2025 and 2024 periods, charges related to restructuring and other special charges were $1.3 million and $0.5 million, respectively.

Nine months ended September 30:

Net sales were $289.0 million, or 6.5% lower, in the nine months ended September 30, 2025 compared to the 2024 period. The decrease was due primarily to lower unit volumes in our fuel rail and extruded rubber products, customer production delays on new business launches, and favorable pricing that ended in 2024 on certain legacy programs.

Segment operating income decreased to $15.6 million in the nine months ended September 30, 2025 compared to $21.6 million in the 2024 period. The decrease was due to the lower unit volumes. In the 2025 and 2024 periods, charges related to restructuring and other special charges were $2.0 million and $0.5 million, respectively.

Engineered Products Segment


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
	(Dollars in millions)
Net sales	$	116.1		$	124.4		$	354.7		$	364.8
Segment operating income	$	3.4		$	4.8		$	13.2		$	14.6
Segment operating income margin	2.9		%	3.9		%	3.7		%	4.0		%

Three months ended September 30:

Net sales were $116.1 million in the 2025 third quarter, a decrease of 6.7%, compared to $124.4 million in last year's third quarter. The year-over-year decrease was driven by lower sales in our capital equipment business in North America and Asia, partially offset by sales growth in Europe. In our forged and machined products business, third quarter 2025 sales were down 5.0% compared to the same quarter a year ago, driven by the closure of a small manufacturing operation in 2024 and demand softness in the rail car end market.

Segment operating income in the 2025 period decreased by $1.4 million compared to the corresponding 2024 period. The decrease in the 2025 period was driven by the lower sales, partially offset by operational efficiencies, alignment of variable costs to lower demand levels and other profit-enhancement initiatives. The 2025 and 2024 periods also included $0.3 million and $0.4 million, respectively, of charges related to restructuring and other special charges.

Nine months ended September 30:

Net sales were $354.7 million in the nine months ended September 30, 2025 compared to $364.8 million in comparable 2024 period. The year-over-year decrease was driven by lower sales in our forged and machined products business, driven by lower orders, order delays and closure of a small manufacturing operation in 2024, offset by a $2.0 million increase in sales at our industrial equipment business.

Segment operating income in the 2025 period decreased by $1.4 million compared to the corresponding 2024 period, driven by the lower sales levels. The 2025 and 2024 periods also included $1.5 million and $1.7 million, respectively, of charges related to restructuring and other special charges.

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Seasonality; Variability of Operating Results

The timing of orders placed by our customers has varied with, among other factors, orders for customers’ finished goods, customer production schedules, competitive conditions and general economic conditions. The variability of the level and timing of orders has, from time to time, resulted in significant periodic and quarterly fluctuations in the operations of our businesses. Such variability is particularly evident in our capital equipment business, included in the Engineered Products segment, which typically ships large systems at a relatively lower pace than our other businesses.

Critical Accounting Policies

Our critical accounting policies are described in "Item. 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations," and in the notes to our consolidated financial statements for the year ended December 31, 2024, both contained in our Annual Report on Form 10-K for the year ended December 31, 2024. There were no new critical accounting policies or updates to existing critical accounting policies as a result of new accounting pronouncements in this Quarterly Report on Form 10-Q.

The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the condensed consolidated financial statements. Management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “believes”, “anticipates”, “plans”, “expects”, “intends”, “estimates” and similar expressions are intended to identify forward-looking statements.

These forward-looking statements, including statements regarding future performance of the Company, that are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors that could cause actual results to differ materially from expectations include, but are not limited to, the following: the impact supply chain and logistic issues have on our business, results of operations, financial position and liquidity; our substantial indebtedness; the uncertainty of the global economic environment; general business conditions and competitive factors, including pricing pressures and product innovation; demand for our products and services; the impact of labor disturbances affecting our customers; raw material availability and pricing; fluctuations in energy costs; component part availability and pricing; changes in our relationships with customers and suppliers; the financial condition of our customers, including the impact of any bankruptcies; our ability to successfully integrate recent and future acquisitions into existing operations; changes in general economic conditions such as inflation rates, interest rates, tax rates, unemployment rates, higher labor and healthcare costs, recessions and changing government policies, laws and regulations, including those related to the current global uncertainties and crises, such as tariffs and surcharges; adverse impacts to us, our suppliers and customers from acts of terrorism or hostilities, including the conflicts between Russia and Ukraine and in the Middle East, or political unrest, including the rising tension between China and the United States; public health issues, including the outbreak of infectious diseases and any impact on our facilities and operations and our customers and suppliers; our ability to meet various covenants, including financial covenants, contained in the agreements governing our indebtedness; disruptions, uncertainties or volatility in the credit markets that may limit our access to capital; potential disruption due to a partial or complete reconfiguration of the European Union; increasingly stringent domestic and foreign governmental regulations, including those affecting the environment or import and export controls and other trade barriers; inherent uncertainties involved in assessing our potential liability for environmental remediation-related activities; the outcome of pending and future litigation and other claims and disputes with customers; our dependence on the automotive and heavy-duty truck industries, which are highly cyclical; the dependence of the automotive industry on consumer spending; our ability to negotiate contracts with labor unions; our dependence on key management; our dependence on information systems; and the other factors we describe under “Item 1A. Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by

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law. In light of these and other uncertainties, the inclusion of a forward-looking statement herein should not be regarded as a representation by us that our plans and objectives will be achieved.


Item 3.			Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risk, including changes in interest rates. As of September 30, 2025, 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 $2.2 million during the nine-month period ended September 30, 2025.

Our foreign subsidiaries generally conduct business in local currencies. We face translation risks related to the changes in foreign currency exchange rates. Amounts invested in our foreign operations are translated in U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting translation adjustments are recorded as a component of Accumulated other comprehensive loss in the Shareholder's Equity section of the accompanying Condensed Consolidated Balance Sheets. Sales and expenses at our foreign operations are translated into U.S. dollars at the applicable monthly average exchange rates. Therefore, changes in exchange rates may either positively or negatively affect our net sales and expenses from foreign operations as expressed in U.S. dollars.

Our largest exposures to commodity prices relate to metal and rubber compounds, which have fluctuated widely in recent years. In 2025 and 2024, we entered into agreements to hedge foreign currency. These agreements did not have a material impact on the results of the Company. We have no other commodity swap agreements or forward purchase contracts.


Item 4.			Controls and Procedures

Evaluation of disclosure controls and procedures.

Under the supervision of and with the participation of our management, including our chief executive officer and chief financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

Changes in internal control over financial reporting.

During the quarter ended September 30, 2025, 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.

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Part II. Other Information

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Item 1.			Legal Proceedings

We are involved in a variety of claims, suits, investigations and administrative proceedings with respect to commercial, premises liability, product liability, employment, personal injury and environmental matters arising from the ordinary course of business. While any such claims, suits, investigations and proceedings involve an element of uncertainty, in the opinion of management, liabilities, if any, arising from currently pending or threatened litigation are not expected to have a material adverse effect on our financial condition, liquidity or results of operations.

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 September 30, 2025:

We were a co-defendant in 119 cases asserting claims on behalf of 163 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.

In every asbestos case in which we are named as a party, the complaints are filed against multiple named defendants. In substantially all of the asbestos cases, the plaintiffs either claim damages in excess of a specified amount, typically a minimum amount sufficient to establish jurisdiction of the court in which the case was filed (jurisdictional minimums generally range from $25,000 to $75,000), or do not specify the monetary damages sought. To the extent that any specific amount of damages is sought, the amount applies to claims against all named defendants.

Historically, we have been dismissed from asbestos cases on the basis that the plaintiff incorrectly sued one of our subsidiaries or because the plaintiff failed to identify any asbestos-containing product manufactured or sold by us or our subsidiaries. We intend to vigorously defend these asbestos cases, and believe we will continue to be successful in being dismissed from such cases. However, it is not possible to predict the ultimate outcome of asbestos-related lawsuits, claims and proceedings due to the unpredictable nature of personal injury litigation. 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 management considered in reaching this conclusion were: (a) our historical success in being dismissed from these types of lawsuits on the bases mentioned above; (b) many cases have been improperly filed against one of our subsidiaries; (c) in many cases the plaintiffs have been unable to establish any causal relationship to us or our products or premises; (d) in many cases, the plaintiffs have been unable to demonstrate that they have suffered any identifiable injury or compensable loss at all or that any injuries that they have incurred did in fact result from alleged exposure to asbestos; and (e) the complaints assert claims against multiple defendants and, in most cases, the damages alleged are not attributed to individual defendants. Additionally, we do not believe that the amounts claimed in any of the asbestos cases are meaningful indicators of our potential exposure because the amounts claimed typically bear no relation to the extent of the plaintiff's injury, if any.

Our cost of defending these lawsuits has not been material to date and, based upon available information, our management does not expect its future costs for asbestos-related lawsuits to have a material adverse effect on our results of operations, liquidity or financial position.

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Item 1A.			Risk Factors

There have been no material changes in the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Investors should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.


Item 6.			Exhibits

The following exhibits are included herein:





















4.1			Amendment No. 10 to the Seventh Amended and Restated Credit Agreement, dated July 17, 2025, 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 the From 10-Q of Park-Ohio Holdings Corp. filed on November 6, 2025, SEC File No. 000-03134 and incorporated herein by reference and made part hereof)

4.2			Indenture, dated July 31, 2025, among Park-Ohio Industries Inc., the Guarantors (as defined therein) and Computershare Trust Company, N.A., as trustee and collateral agent (including Form of Note filed as Exhibit 4.1 to the Form 8-K of Park-Ohio Holdings Corp. filed on July 31, 2025, SEC File No. 000-03134 and incorporated herein by reference and made part hereof)

31.1			Principal Executive Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2			Principal Financial Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32			Certification requirement under Section 906 of the Sarbanes-Oxley Act of 2002

101.INS			Inline XBRL Instance Document

101.SCH			Inline XBRL Taxonomy Extension Schema Document

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document

104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 thereunto duly authorized.


PARK-OHIO INDUSTRIES, INC.
(Registrant)

By:			/s/ Patrick W. Fogarty
Name:			Patrick W. Fogarty
Title:			Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Date: November 6, 2025

PARK OHIO INDUSTRIES INC/OH 10-Q