PKOH

• GAAP EPS was $0.87, up 30% from $0.67 in Q2 2025; Adjusted EPS was $0.93, up 24% from $0.75.
• Gross margin was 17.9%, up 90 basis points from 17.0% in the prior-year quarter.
• The company raised its full-year 2026 outlook: net sales now $1.700-$1.730 billion (up 6-8% over 2025) and Adjusted EPS now $3.10-$3.30 (up 15-22% over 2025).
• The strategic review of the Southwest Steel Processing business is ongoing; it contributed a loss of approximately $0.09 per diluted share in Q2 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Park-Ohio Holdings Corp. held its Annual Meeting of Shareholders on May 14, 2026.
• Advisory vote on named executive officer compensation passed with 12,322,715 votes for, 306,594 against, and 50,053 abstentions.
• Ratification of Ernst & Young LLP as independent auditor for 2026 approved with 13,157,427 votes for, 61,868 against, and 2,133 abstentions.
• The report was filed under Item 5.07 to disclose the final voting results of these shareholder proposals.

5.07 Submission of Matters to a Vote of Security Holders

• GAAP diluted EPS from continuing operations was $0.58; adjusted EPS was $0.65.
• Gross margin improved to 17.3% from 16.8% a year ago; EBITDA (as defined) was $34.3 million, margin 8.1%.
• Company announced a review of strategic alternatives for its Southwest Steel Processing (SSP) business, including a potential sale.
• Reaffirmed full-year 2026 guidance: net sales $1.675B-$1.710B, adjusted EPS $2.90-$3.20, EBITDA margin 8-9%, free cash flow $20M-$30M.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Q4 2025 GAAP EPS from continuing operations was $0.11; adjusted EPS was $0.65.
• Full-year 2025 revenue was $1.6 billion, down from $1.7 billion in 2024; GAAP EPS from continuing operations was $1.77, adjusted EPS was $2.70.
• Q4 2025 operating cash flow was $49 million and free cash flow was $36 million; borrowings under revolving credit facility reduced by $40 million.
• Full-year 2026 outlook: net sales $1.675-$1.710 billion, adjusted EPS $2.90-$3.20, EBITDA margin 8-9%, free cash flow $20-$30 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Third-quarter 2025 revenue was $399 million, flat sequentially and down 5% year-over-year.
• Operating cash flow was $17 million and free cash flow was $7 million, a $28 million sequential improvement.
• Backlog was $185 million, up 28% from year-end 2024, driven by defense, infrastructure, and electrification demand.
• Full-year 2025 outlook: net sales of $1.600-$1.620 billion, adjusted EPS of $2.70-$2.90, and free cash flow of $10-$20 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Andrew C. Clarke was elected to the board of directors of Park-Ohio Holdings Corp. on September 30, 2025, effective immediately.
• He was also elected to the board of Park-Ohio Industries, Inc., the principal operating subsidiary, effective immediately.
• As a non-employee director, Clarke will receive compensation consistent with other non-employee directors, as disclosed in the April 8, 2025 proxy statement.

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

• GAAP EPS from continuing operations was $0.67 per diluted share, up 10% from Q1 2025; adjusted EPS was $0.75, up 14% from Q1 2025.
• EBITDA (as defined) was $35.2 million in Q2 2025, up from $33.9 million in Q1 2025.
• Engineered Products achieved record quarterly capital equipment bookings of $85 million, including a $47 million order, and backlog rose to $172 million.
• Full-year 2025 guidance: net sales of $1.620-$1.650 billion, adjusted EPS of $2.90-$3.20, and free cash flow of $20-$30 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The Notes were sold in a private transaction exempt from registration under the Securities Act of 1933 and are guaranteed on a senior secured basis by the Guarantors.
• The Notes mature on August 1, 2030, with interest payable semi-annually on February 1 and August 1, commencing February 1, 2026.
• The Notes are secured by a first-priority lien on substantially all U.S. equipment of the Issuer and Guarantors and a second-priority lien on substantially all other U.S. assets securing the Revolving Credit Facility.
• The Indenture includes customary covenants, a change of control repurchase offer at 101% of principal, and redemption provisions starting August 1, 2027 at specified prices.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits