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What changed in PARK OHIO HOLDINGS CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of PARK OHIO HOLDINGS CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+149 added−141 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-06)

Top changes in PARK OHIO HOLDINGS CORP's 2025 10-K

149 paragraphs added · 141 removed · 127 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

21 edited+2 added−1 removed53 unchanged
Biggest changeAdditionally, persons who arrange for the disposal or treatment of hazardous substances or materials may be liable for costs of response at sites where they are located, whether or not the site is owned or operated by such person. 6 Table of Contents From time to time, we have incurred, and are presently incurring, costs and obligations for correcting environmental noncompliance and remediating environmental conditions at certain of our properties.
Biggest changeAdditionally, persons who arrange for the disposal or treatment of hazardous substances or materials may be liable for costs of response at sites where such substances or materials are located, whether or not the site is owned or operated by such person.
There are few domestic companies with the capabilities to meet customers’ stringent quality and service standards and lean manufacturing techniques. As one of these suppliers, Assembly Components is well-positioned to benefit as customers continue to consolidate their supplier base.
There are few domestic suppliers with the capabilities to meet customers’ stringent quality and service standards and lean manufacturing techniques. As one of these suppliers, Assembly Components is well-positioned to benefit as customers continue to consolidate their supplier base.
References herein to “we” or “the Company” include, where applicable, Holdings and Park-Ohio Industries, Inc. and Holdings’ other direct and indirect subsidiaries. The Company operates through three reportable segments: Supply Technologies, Assembly Components and Engineered Products. As of December 31, 2024, we employed approximately 6,300 people.
References herein to “we” or “the Company” include, where applicable, Holdings and Park-Ohio Industries, Inc. and Holdings’ other direct and indirect subsidiaries. The Company operates through three reportable segments: Supply Technologies, Assembly Components and Engineered Products. As of December 31, 2025, we employed approximately 6,300 people.
Fogarty 63 Vice President and Chief Financial Officer Robert D. Vilsack 64 Chief Legal and Administrative Officer, Corporate Secretary Mr. Crawford was elected President in 2019 and Chairman of the Board and Chief Executive Officer in 2018. Prior to that, he served as President and Chief Operating Officer from 2003 to 2018. Mr.
Fogarty 64 Vice President and Chief Financial Officer Robert D. Vilsack 65 Chief Legal and Administrative Officer, Corporate Secretary Mr. Crawford was elected President in 2019 and Chairman of the Board and Chief Executive Officer in 2018. Prior to that, he served as President and Chief Operating Officer from 2003 to 2018. Mr.
Supply Technologies competes primarily on the basis of its Total Supply Management ™ approach, including 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, and its geographic reach, extensive product selection, price and reputation for high service levels.
Supply Technologies competes primarily on the basis of its Total Supply 4 Table of Contents Management ™ approach, including 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, and its geographic reach, extensive product selection, price and reputation for high service levels.
Approximately 48% of our induction heating and melting systems’ revenues are derived from the sale of replacement parts and provision of field service, primarily for the installed base of our own products. Our pipe threading business serves the oil and gas industry.
Approximately 49% of our induction heating and melting systems’ revenues are derived from the sale of replacement parts and provision of field service, primarily for the installed base of our own products. Our pipe threading business serves the oil and gas industry.
Examples of benefits offered in the U.S. include a 401(k) plan, defined benefit - cash balance plan, comprehensive health benefits, employee assistance programs, business travel, life/disability insurance and supplemental voluntary insurance. Training & Talent Development : The Company is committed to continued development of our workforce. Training is provided in several formats.
Examples of benefits offered in the U.S. include a 401(k) plan, defined benefit - cash balance plan, 7 Table of Contents comprehensive health benefits, employee assistance programs, business travel, life/disability insurance and supplemental voluntary insurance. Training & Talent Development : The Company is committed to continued development of our workforce. Training is provided in several formats.
The loss of any two or more of its top five customers could have a material adverse effect on the results of operations and financial condition of this segment. 4 Table of Contents Competition. A limited number of companies compete with Supply Technologies to provide supply management services for production parts and materials.
The loss of any two or more of its top five customers could have a material adverse effect on the results of operations and financial condition of this segment. Competition. A limited number of companies compete with Supply Technologies to provide supply management services for production parts and materials.
Supply Technologies produces both standard items and specialty products to customer specifications, which are used in large volumes by customers in the automotive, heavy-duty truck and aerospace industries. Markets and Customers. For the year ended December 31, 2024, approximately 57% of Supply Technologies’ net sales were to domestic customers.
Supply Technologies produces both standard items and specialty products to customer specifications, which are used in large volumes by customers in the automotive, heavy-duty truck and aerospace industries. Markets and Customers. For the year ended December 31, 2025, approximately 56% of Supply Technologies’ net sales were to domestic customers.
In general, we have not experienced difficulty in complying with environmental laws in the past, and compliance with environmental laws has not had a material adverse effect on our financial condition, liquidity and results of operations.
In general, we have not experienced difficulty in complying with environmental laws in the past, and compliance with environmental laws has not had a material 6 Table of Contents adverse effect on our financial condition, liquidity and results of operations.
Our suppliers of raw materials and component parts may significantly and quickly increase their prices in response to increases in the cost of the raw materials, such as steel, that they use to manufacture our raw materials and component parts.
Our suppliers of raw materials and component parts may significantly and quickly increase their prices in response to increases in the cost of the raw materials, such as steel, that they supply to us or use to manufacture our component parts.
The Chief Compliance Officer reports matters related to the Code to the Audit Committee of the Board of Directors on a quarterly basis. 7 Table of Contents Compensation & Benefits : Our policy is to competitively compensate our employees.
The Chief Compliance Officer reports matters related to the Code to the Audit Committee of the Board of Directors on a quarterly basis. Compensation & Benefits : Our policy is to competitively compensate our employees.
Supply Technologies markets and sells to over 7,500 customers domestically and internationally. The five largest customers, to which Supply Technologies sells through sole-source contracts to multiple operating divisions or locations, accounted for approximately 34% and 36% of the sales of Supply Technologies in 2024 and 2023, respectively.
Supply Technologies markets and sells to over 7,000 customers domestically and internationally. The five largest customers, to which Supply Technologies sells through sole-source contracts to multiple operating divisions or locations, accounted for approximately 36% and 34% of the sales of Supply Technologies in 2025 and 2024, respectively.
The following table summarizes the key attributes of each of our business segments: Supply Technologies Assembly Components Engineered Products NET SALES FOR 2024 $775.8 million $398.7 million $481.7 million SELECTED PRODUCTS Sourcing, planning and procurement of over 280,000 production components, including: • Fasteners • Pins • Valves • Hoses • Wire harnesses • Clamps and fittings • Rubber and plastic components • Other Class C and MRO products • Fuel rails • Fuel filler assemblies • Extruded rubber and plastics • Molded rubber and plastics • Induction heating and melting systems • Pipe threading systems • Industrial oven systems • Forging presses • Forged steel and machined products SELECTED INDUSTRIES SERVED • 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 construction equipment • HVAC • Lawn and garden • Plumbing • Medical devices • Automotive and light vehicle • Agricultural equipment • Construction equipment • Heavy-duty truck • Bus • Ferrous and non-ferrous metals • Coatings • Forging • Foundry • Heavy-duty truck • Construction equipment • Automotive • Oil and gas • Rail • Aerospace and defense • Power generation The Company consists of the following segments: 3 Table of Contents Supply Technologies Our Supply Technologies business 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.
The following table summarizes the key attributes of each of our business segments: Supply Technologies Assembly Components Engineered Products NET SALES FOR 2025 $747.5 million $380.6 million $471.0 million SELECTED PRODUCTS Sourcing, planning and procurement of over 280,000 production components, including: • Fasteners • Pins • Valves • Hoses • Wire harnesses • Clamps and fittings • Rubber and plastic components • Other Class C and MRO products • Fuel rails • Fuel filler assemblies • Extruded rubber and plastics • Molded rubber and plastics • Induction heating and melting systems • Pipe threading systems • Industrial oven systems • Forging presses • Forged steel and machined products • Generators and transformers • Forming machines • Inverters SELECTED INDUSTRIES SERVED • 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 construction equipment • HVAC • Lawn and garden • Plumbing • Medical devices • Automotive and light vehicle • Agricultural equipment • Construction equipment • Heavy-duty truck • Bus • Ferrous and non-ferrous metals • Coatings • Forging • Foundry • Heavy-duty truck • Construction equipment • Automotive • Oil and gas • Rail • Aerospace and defense • Power generation The Company consists of the following segments: Supply Technologies 3 Table of Contents Our Supply Technologies business 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.
Applications engineering specialists and the direct sales force work closely with the engineering staff of OEM customers to recommend the appropriate production components for a new product or to suggest alternative components that reduce overall production costs, streamline assembly or enhance the appearance or performance of the end product.
Applications engineering specialists and the direct sales force work closely with the engineering staff of original equipment manufacturer (“OEM”) customers to recommend the appropriate production components for a new product or to suggest alternative components that reduce overall production costs, streamline assembly or enhance the appearance or performance of the end product.
The information on our website is not a part of this Annual Report on Form 10-K. Information About our Executive Officers Information with respect to our executive officers as of March 6, 2025, is as follows: Name Age Position Matthew V. Crawford 55 Chairman of the Board, Chief Executive Officer and President Patrick W.
The information on our website is not a part of this Annual Report on Form 10-K. Information About our Executive Officers Information with respect to our executive officers as of March 5, 2026, is as follows: Name Age Position Matthew V. Crawford 56 Chairman of the Board, Chief Executive Officer and President Patrick W.
For the year ended December 31, 2024, approximately 66% of Assembly Components’ net sales were to domestic customers. The five largest customers of Assembly Components accounted for approximately 55% and 57% of segment sales for 2024 and 2023, respectively. These sales, across multiple operating divisions, are through sole-source contracts.
For the year ended December 31, 2025, approximately 61% of Assembly Components’ net sales were to domestic customers. The five largest customers of Assembly Components accounted for approximately 53% and 55% of segment sales for 2025 and 2024, respectively. These sales, across multiple operating divisions, are through sole-source contracts.
We forge aerospace and defense structural components such as landing gears and struts, as well as rail products such as railcar center plates and draft lugs. 5 Table of Contents Markets and Customers. For the year ended December 31, 2024, approximately 54% of Engineered Products’ net sales were to domestic customers.
We forge aerospace and defense structural components such as landing gears and struts, as well as rail products such as railcar center plates and draft lugs. Markets and Customers. For the year ended December 31, 2025, approximately 57% of Engineered Products’ net sales were to domestic customers.
Human Capital Resources As of December 31, 2024, we employed approximately 6,300 employees in our operations around the world. Approximately 2,500 of these employees are in the United States, while the remaining 3,800 are employed in other countries. Approximately 33% of our employees are covered by a collective bargaining agreement.
Human Capital Resources As of December 31, 2025, we employed approximately 6,300 employees in our operations around the world. Approximately 2,400 of these employees are in the United States, while the remaining 3,900 are employed in other countries. Approximately 20% of our employees are covered by a collective bargaining agreement.
We compete with small-to medium-sized domestic and international equipment manufacturers on the basis of service capability, ability to meet customer specifications, delivery performance and engineering expertise. We compete domestically and internationally with small-to medium-sized forging and machining businesses on the basis of product quality and precision.
We compete domestically and internationally with small-to medium-sized forging and machining businesses on the basis of product quality and precision.
We sell induction heating and other capital equipment to component manufacturers and OEMs in the ferrous and non-ferrous metals, silicon, coatings, forging, foundry, automotive, truck, construction equipment and oil and gas industries. We sell forged and machined products to locomotive manufacturers, machining companies and sub-assemblers who finish aerospace and defense products for OEMs, and railcar builders and maintenance providers. Competition.
We sell induction heating and other capital equipment to component manufacturers and OEMs in 5 Table of Contents the ferrous and non-ferrous metals, silicon, coatings, forging, foundry, automotive, truck, construction equipment and oil and gas industries.
Removed
On December 29, 2023, the Company completed the sale to Angstrom Automotive Group of its Aluminum Products business, which has been classified as a discontinued operation for all periods presented.
Added
We sell forged and machined products to locomotive manufacturers, machining companies and sub-assemblers who finish aerospace and defense products for OEMs, and railcar builders and maintenance providers. Competition. We compete with small-to medium-sized domestic and international equipment manufacturers on the basis of service capability, ability to meet customer specifications, delivery performance and engineering expertise.
Added
We have incurred from time to time, and are presently incurring, costs and obligations for correcting environmental noncompliance and remediating environmental conditions at certain of our properties.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

36 edited+7 added−1 removed76 unchanged
Biggest changeThe insurance that we maintain may not fully cover all potential expenses. 12 Table of Contents We maintain property, business interruption and casualty insurance, but such insurance may not cover all risks associated with the hazards of our business and is subject to limitation, including deductible and maximum liabilities covered.
Biggest changeWe maintain property, business interruption and casualty insurance, but such insurance may not cover all risks associated with the hazards of our business and is subject to limitation, including deductible and maximum liabilities covered. We are potentially at risk if one or more of our insurance carriers fail.
Inflation may continue to have a significant effect on labor and raw material costs, which could continue to result in material adverse effects on our business and operating results.
Inflation may continue to have a significant effect on labor and raw material costs, which could result in material adverse effects on our business and operating results.
We may be exposed to certain regulatory and financial risks related to climate change. Growing concerns about climate change may result in the imposition of additional regulations or restrictions to which we may become subject. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate change, including regulating greenhouse gas emissions.
We may be exposed to certain regulatory and financial risks related to climate change. Concerns about climate change may result in the imposition of additional regulations or restrictions to which we may become subject. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate change, including regulating greenhouse gas emissions.
Accordingly, many of our Supply Technologies customers may decrease the number of products and services that they purchase from us or even stop purchasing from us altogether, either of which could have a material adverse effect on our net sales and profitability. We are dependent on key customers. We rely on several key customers.
Accordingly, many of our Supply Technologies customers may abruptly decrease the number of products and services that they purchase from us or even stop purchasing from us altogether, either of which could have a material adverse effect on our net sales and profitability. We are dependent on key customers. We rely on several key customers.
Our operations are subject to the risks of doing business abroad, including the following: • fluctuations in currency exchange rates; • limitations on ownership and on repatriation of earnings; • transportation delays and interruptions; 13 Table of Contents • political, social and economic instability and disruptions, 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; • potential disruption that could be caused by the partial or complete reconfiguration of the European Union; • government embargoes or foreign trade restrictions; • the imposition of duties and tariffs on both imports and exports and other trade barriers; • import and export controls; • labor unrest and current and changing regulatory environments; • the potential for nationalization of enterprises; • disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the U.S.
Our operations are subject to the risks of doing business abroad, including the following: • fluctuations in currency exchange rates; • limitations on ownership and on repatriation of earnings; • transportation delays and interruptions; • political, social and economic instability and disruptions, 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; • potential disruption that could be caused by the partial or complete reconfiguration of the European Union; • government embargoes or foreign trade restrictions; • the imposition of duties and tariffs on both imports and exports and other trade barriers; • import and export controls; • labor unrest and current and changing regulatory environments; • the potential for nationalization of enterprises; • disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the U.S.
While we have taken precautions to prevent production and service interruptions at our global facilities, severe weather conditions and other conditions, including those that may be caused by climate change, such as hurricanes, tornadoes, and earthquakes; other natural disasters; or public health issues in areas in which we have manufacturing facilities or from which we obtain products may cause physical damage to our properties, closure of one or more of our business facilities, lack of adequate work force in a market, temporary disruption in the supply of inventory, disruption in the transport of products and utilities, or delays in the delivery of products to our customers.
While we have taken precautions to prevent production and service interruptions at our global facilities, severe weather conditions and other conditions, including those that may be caused by climate change, such as hurricanes, tornadoes, and 12 Table of Contents earthquakes; other natural disasters; or public health issues in areas in which we have manufacturing facilities or from which we obtain products may cause physical damage to our properties, closure of one or more of our business facilities, lack of adequate work force in a market, temporary disruption in the supply of inventory, disruption in the transport of products and utilities, or delays in the delivery of products to our customers.
While no organization is immune to attack attempts and we cannot eliminate all risks from cybersecurity threats or provide assurance that we have not experienced an undetected cybersecurity incident, in 2024 we did not identify any material cybersecurity events that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.
While no organization is immune to attack attempts and we cannot eliminate all risks from cybersecurity threats or provide assurance that we have not experienced an undetected cybersecurity incident, in 2025 we did not identify any material cybersecurity events that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.
In addition, any such damage, any cybersecurity incident, compromise or breach to our systems or those of our vendors, could result in a violation of privacy and other laws, and expose us to significant legal and financial liability, including costs related to individual claims or consumer class actions, commercial litigation, administrative, and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs, loss of intellectual property, release of confidential information, and costs related to alteration or corruption of data or systems.
In addition, any such damage, any cybersecurity incident, compromise or breach to our systems or those of our vendors, could result in a violation of privacy and other laws, and expose us to significant legal and financial liability, including costs related to 11 Table of Contents individual claims or consumer class actions, commercial litigation, administrative, and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs, loss of intellectual property, release of confidential information, and costs related to alteration or corruption of data or systems.
For additional information, see Note 7, Goodwill, to the consolidated financial statements included elsewhere herein. Our business and operating results may be adversely affected by natural disasters, other catastrophic events or public health issues, all of which are beyond our control.
For additional information, see Note 8, Goodwill, to the consolidated financial statements included elsewhere herein. Our business and operating results may be adversely affected by natural disasters, other catastrophic events or public health issues, all of which are beyond our control.
Industries we serve, including the automotive and vehicle parts, heavy-duty truck, industrial equipment, steel, rail, oil and gas, electrical distribution and controls, aerospace and defense, recreational equipment, HVAC, 8 Table of Contents electrical components, appliance and semiconductor equipment industries, are affected by consumer spending, general economic conditions and the impact of international trade, which have been adversely affected by inflation and could be adversely affected by tariffs and the renegotiation of trade agreements.
Industries we serve, including the automotive and vehicle parts, heavy-duty truck, industrial equipment, steel, rail, oil and gas, electrical distribution and controls, aerospace and defense, recreational equipment, HVAC, electrical components, appliance and semiconductor equipment industries, are affected by consumer spending, general economic conditions and the impact of international trade, which have been adversely affected by inflation and could be adversely affected by tariffs and the renegotiation of trade agreements.
Additionally, failure by suppliers to continue to supply us with these component parts on commercially reasonable terms, or at all, could have a material adverse effect on us. We depend upon the ability of these suppliers, among other things, to meet stringent performance and quality specifications and to conform to delivery schedules.
Additionally, failure by suppliers to continue to supply us with these component 10 Table of Contents parts on commercially reasonable terms, or at all, could have a material adverse effect on us. We depend upon the ability of these suppliers, among other things, to meet stringent performance and quality specifications and to conform to delivery schedules.
To the extent our information technology systems or those of our third-party providers 11 Table of Contents are disabled, compromised, or disrupted, key business processes could be interrupted. Any such operational disruptions and/or misappropriation of information, whether in systems we maintain or are maintained by others, could have a material adverse effect on our business.
To the extent our information technology systems or those of our third-party providers are disabled, compromised, or disrupted, key business processes could be interrupted. Any such operational disruptions and/or misappropriation of information, whether in systems we maintain or are maintained by others, could have a material adverse effect on our business.
Failure to compete successfully could have a material adverse effect on our financial condition, liquidity and results of operations. 10 Table of Contents Our Supply Technologies business depends upon third parties for substantially all of our component parts. Our Supply Technologies business purchases substantially all of its component parts from third-party suppliers and manufacturers.
Failure to compete successfully could have a material adverse effect on our financial condition, liquidity and results of operations. Our Supply Technologies business depends upon third parties for substantially all of our component parts. Our Supply Technologies business purchases substantially all of its component parts from third-party suppliers and manufacturers.
A downturn in any of the industries we serve could have a material adverse effect on our financial condition, liquidity and results of operations. Adverse credit market conditions may significantly affect our access to capital, cost of capital and ability to meet liquidity needs.
A downturn in any of the industries we serve could have a material adverse effect on our financial condition, liquidity and results of operations. 8 Table of Contents Adverse credit market conditions may significantly affect our access to capital, cost of capital and ability to meet liquidity needs.
For the year ended December 31, 2024, our ten largest customers accounted for approximately 24% of our net sales. Many of our customers place orders for products on an as-needed basis and operate in cyclical industries and, as a result, their order levels have varied from period to period in the past and may vary significantly in the future.
For the year ended December 31, 2025, our ten largest customers accounted for approximately 25% of our net sales. Many of our customers place orders for products on an as-needed basis and operate in cyclical industries and, as a result, their order levels have varied from period to period in the past and may vary significantly in the future.
In the event of a claim against us, a lack of sufficient insurance coverage could have a material adverse effect on our financial condition, liquidity and results of operations. Moreover, even if we maintain adequate insurance, any successful claim could have a material adverse effect on our financial condition, liquidity and results of operations.
In the event of a claim against us, a lack of sufficient insurance coverage could have a material adverse effect on our financial condition, liquidity and results of 13 Table of Contents operations. Moreover, even if we maintain adequate insurance, any successful claim could have a material adverse effect on our financial condition, liquidity and results of operations.
As of December 31, 2024, Matthew Crawford, our Chairman of the Board, Chief Executive Officer and President, and Edward Crawford, our former President, collectively beneficially owned approximately 28% of Holdings’ outstanding common stock. Mr. M. Crawford is Mr. E. Crawford’s son. Their interests could conflict with your interests.
As of December 31, 2025, Matthew Crawford, our Chairman of the Board, Chief Executive Officer and President, and Edward Crawford, our former President, collectively beneficially owned approximately 27% of Holdings’ outstanding common stock. Mr. M. Crawford is Mr. E. Crawford’s son. Their interests could conflict with your interests.
As such, it is subject to the risk of price fluctuations and periodic delays in the delivery of component parts. The price for our component parts could increase as a result of the tariffs imposed by the new U.S. presidential administration as well as retaliatory tariffs implemented by other governments.
As such, it is subject to the risk of price fluctuations and periodic delays in the delivery of component parts. The price for our component parts could increase as a result of the tariffs imposed by the U.S. government as well as retaliatory tariffs implemented by other governments.
We cannot assure you that we will continue to operate in compliance with applicable customs, currency exchange control regulations, transfer pricing regulations or any other laws or regulations to which we may be subject. We also cannot assure you that these laws will not be modified.
We cannot assure you that we will continue to operate in compliance 14 Table of Contents with applicable customs, currency exchange control regulations, transfer pricing regulations or any other laws or regulations to which we may be subject. We also cannot assure you that these laws will not be modified.
We supply products and services to our Supply Technologies customers generally under purchase orders as opposed to long-term contracts. When we do enter into long-term contracts with our Supply Technologies customers, many of them only establish pricing terms and do not obligate our customers to buy required minimum amounts from us or to buy from us exclusively.
We generally supply products and services to our Supply Technologies customers under purchase orders as opposed to long-term contracts. When we do enter into long-term contracts with our Supply Technologies customers, many of the contracts only establish pricing terms and do not require our customers to buy minimum amounts from us or to buy from us exclusively.
We derived 32% and 10% of our net sales during the year ended December 31, 2024 from the automotive and heavy-duty truck industries, respectively. The loss of a portion of business to any of our major automotive or heavy-duty truck customers could have a material adverse effect on our financial condition, cash flow and results of operations.
We derived 32% and 7% of our net sales during the year ended December 31, 2025 from the automotive and heavy-duty truck industries, respectively. 9 Table of Contents The loss of a portion of business to any of our major automotive or heavy-duty truck customers could have a material adverse effect on our financial condition, cash flow and results of operations.
Compliance with these laws and regulations is a significant factor in our business. We have incurred and expect to continue to incur significant expenditures to comply with applicable environmental 14 Table of Contents laws and regulations.
Compliance with these laws and regulations is a significant factor in our business. We have incurred and expect to continue to incur significant expenditures to comply with applicable environmental laws and regulations.
Risks Relating to Human Capital Some of our employees belong to labor unions, and strikes or work stoppages could adversely affect our operations. As of December 31, 2024, we were a party to eight collective bargaining agreements with various labor unions that covered approximately 2,100 full-time employees.
Risks Relating to Human Capital Some of our employees belong to labor unions, and strikes or work stoppages could adversely affect our operations. As of December 31, 2025, we were a party to three collective bargaining agreements with various labor unions that covered approximately 1,200 full-time employees.
We are potentially at risk if one or more of our insurance carriers fail. Additionally, severe disruptions in the domestic and global financial markets could adversely impact the ratings and survival of some insurers. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain.
Additionally, severe disruptions in the domestic and global financial markets could adversely impact the ratings and survival of some insurers. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain.
Risks Relating to the Execution of our Strategy We may encounter difficulty in expanding our business through targeted acquisitions. We have pursued, and may continue to pursue, targeted acquisition opportunities that we believe would complement our business.
Risks Relating to the Execution of our Strategy We may encounter difficulty in expanding our business through targeted acquisitions. We have pursued, and may continue to pursue, targeted acquisition opportunities that we believe would complement our business. We cannot assure you that we will be successful in consummating any acquisitions.
The new U.S. presidential administration has announced tariffs on goods manufactured abroad, including goods manufactured in China, Mexico and Canada, as well as on steel and aluminum. These tariffs will increase costs for certain goods imported into the United States, including certain of our raw materials and components, which will increase our costs.
The U.S. continues to impose tariffs on goods manufactured abroad, including goods manufactured in China, Mexico and Canada, as well as on steel and aluminum. These tariffs increase costs for certain goods imported into the United States, including certain of our raw materials and components, which increases our costs.
The domestic automotive and heavy-duty truck industries are also highly cyclical and may be adversely affected by international competition. In addition, the automotive and heavy-duty truck industries are significantly unionized and subject to work slowdowns and stoppages resulting from labor disputes, such as the United Auto Workers strike in 2023.
In addition, the automotive and heavy-duty truck industries are significantly unionized and subject to work slowdowns and stoppages resulting from labor disputes, such as the United Auto Workers strike in 2023.
Risks Relating to Our Business and Operations Because a significant portion of our sales is to the automotive and heavy-duty truck industries, a decrease in the demand of these industries or the loss of any of our major customers in these industries could adversely affect our financial health. 9 Table of Contents Demand for certain of our products is affected by, among other things, the relative strength or weakness of the automotive and heavy-duty truck industries.
Risks Relating to Our Business and Operations Because a significant portion of our sales is to the automotive and heavy-duty truck industries, a decrease in the demand of these industries or the loss of any of our major customers in these industries could adversely affect our financial health.
Given recent inflationary trends and forecasts for rising inflation rates in the future, we expect further raw material price increases and higher labor costs, which may continue to adversely affect our business and operating results, particularly in the Assembly Components segment.
Given the high rates of inflation in the recent past and the possibility of rising inflation rates in the future, we may face raw material price increases and higher labor costs, which could adversely affect our business and operating results, particularly in the Assembly Components segment.
Risks Relating to Our Debt Adverse global economic conditions may have significant effects on our customers that would result in our inability to borrow or to meet our debt service coverage ratio in our revolving credit facility.
Risks Relating to Our Debt Adverse global economic conditions may have significant effects on our customers that would result in our inability to borrow or to meet our debt service coverage ratio in our revolving credit facility. 15 Table of Contents As of December 31, 2025, we were in compliance with our debt service coverage ratio covenant and other covenants contained in our revolving credit facility.
As of December 31, 2024, we were in compliance with our debt service coverage ratio covenant and other covenants contained in our revolving credit facility. While we expect to remain in compliance throughout 2025, declines in demand in the automotive industry and in sales volumes could adversely impact our ability to remain in compliance with certain of these financial covenants.
While we expect to remain in compliance throughout 2026, declines in demand in the automotive industry and in sales volumes could adversely impact our ability to remain in compliance with certain of these financial covenants.
Any of these factors may disrupt our operations and adversely affect our financial condition and the results of operations.
Any of these factors may disrupt our operations and adversely affect our financial condition and the results of operations. The insurance that we maintain may not fully cover all potential expenses.
We cannot assure you that we will be successful in consummating any acquisitions. 15 Table of Contents Any targeted acquisitions will be accompanied by the risks commonly encountered in acquisitions of businesses.
Any targeted acquisitions will be accompanied by the risks commonly encountered in acquisitions of businesses.
As of December 31, 2024, we had goodwill of $111.7 million.
As of December 31, 2025, we had goodwill of $115.8 million.
In addition, a disruption or curtailment in supply could have a material adverse effect on our production and sales levels.
In addition, a disruption or curtailment in supply could have a material adverse effect on our production and sales levels. Geopolitical and macroeconomic developments such as global or regional conflicts, instability and disruptions may adversely affect energy costs and supply.
Cybersecurity threat actors also may attempt to exploit vulnerabilities through software including software commonly used by companies in cloud-based services and bundled software. In addition, we could also experience data or cybersecurity incidents stemming from the intentional or negligent acts of our employees or other third parties.
Cybersecurity threat actors also may attempt to exploit vulnerabilities through software including software commonly used by companies in cloud-based services and bundled software.
Removed
Operating problems in our business may materially adversely affect our financial condition and results of operations.
Added
Demand for certain of our products is affected by, among other things, the relative strength or weakness of the automotive and heavy-duty truck industries. The domestic automotive and heavy-duty truck industries are also highly cyclical and may be adversely affected by international competition.
Added
In addition, we could also experience data or cybersecurity incidents stemming from the intentional or negligent acts of our employees or other third parties, including fraud, phishing or other social engineering attempts or other methods to cause confidential information, payments account access or access credentials, or other data to be transmitted to an unintended recipient.
Added
We may be incorporating artificial intelligence (“AI”) technologies into our products, services and processes. These technologies may present business, compliance and reputational risks.
Added
The introduction of AI and machine-learning technologies, particularly generative AI, into internal processes, third-party services and/or new and existing offerings, may result in new or expanded risks and liabilities due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation and financial results.
Added
In addition, our personnel could, unbeknownst to us, improperly utilize AI and machine-learning technology while carrying out their responsibilities. The use of AI in third-party services and the development of our products and services could also cause loss of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity.
Added
The use of AI can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies Operating problems in our business may materially adversely affect our financial condition and results of operations.
Added
We may also face conflicting regulatory requirements from changes to the rules and rescission of prior rules, which may subject us to conflicting compliance obligations and increased compliance costs.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe also have processes in place to monitor the cybersecurity practices of various third-party service providers, including certain vendors that have access to our information systems or sensitive data. • Proactive Reporting and Investigation: As part of our training initiatives, we educate certain employees depending on their role on how to report any suspicious cyber activity or potential cybersecurity issues, and we investigate reported concerns. 16 Table of Contents Third-party security firms are used in different capacities to provide or operate some of these programs, controls, and technology systems, including cloud-based platforms and services.
Biggest changeWe also have processes in place to monitor the cybersecurity practices of various third-party service providers, including certain vendors that have access to our information systems or sensitive data. • Proactive Reporting and Investigation: As part of our training initiatives, we educate certain employees depending on their role on how to report any suspicious cyber activity or potential cybersecurity issues, and we investigate reported concerns.
In 2024, we did not identify any material cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. For more information about these risks, please see Part I - Item 1A.
In 2025, we did not identify any material cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. For more information about these risks, please see Part I - Item 1A.
We have the following security processes in place: • Cybersecurity Awareness Trainings: We educate employees on best practices for online safety and for identifying potential cybersecurity threats, including by initiating quarterly training programs for our non-represented salaried workforce. • Simulated Cyberattacks: With assistance from third-party providers, we periodically conduct penetration and vulnerability testing to test our technical controls and incident response plans. • Security Monitoring: We monitor our information technology environment with both our internal cybersecurity resources and third-party service providers.
We have the following security processes in place: 16 Table of Contents • Cybersecurity Awareness Trainings: We educate employees on best practices for online safety and for identifying potential cybersecurity threats, including by initiating quarterly training programs for our non-represented salaried workforce. • Simulated Cyberattacks: With assistance from third-party providers, we periodically conduct penetration and vulnerability testing to test our technical controls and incident response plans. • Security Monitoring: We monitor our information technology environment with both our internal cybersecurity resources and third-party service providers.
Management, including the Vice President of Information Technology with support from our Information Technology Council, updates the Board on at least an annual basis regarding our cybersecurity programs and material cybersecurity risks and mitigation strategies.
Management, including the Vice President of Information Technology with support from our Information Technology Council, updates the Audit Committee on at least an annual basis regarding our cybersecurity programs and material cybersecurity risks and mitigation strategies.
Our Board of Directors (“Board”) has overall oversight responsibility for our enterprise risk management framework and cybersecurity risk management. The Board is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the Company is exposed and implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.
The Audit Committee is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the Company is exposed and implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.
Added
Third-party security firms are used in different capacities to provide or operate some of these programs, controls, and technology systems, including cloud-based platforms and services. The Audit Committee of our Board of Directors (the “Audit Committee”) has overall oversight responsibility for our enterprise risk management framework and cybersecurity risk management.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table provides information relative to our principal facilities as of December 31, 2024. 17 Table of Contents Segment (1) Location Owned or Leased Use SUPPLY Brampton, Ontario, Canada Leased Manufacturing TECHNOLOGIES Minneapolis, MN Leased Logistics Changzhou, China Leased Manufacturing Cleveland, OH Leased Supply Technologies Corporate Office Dayton, OH Leased Logistics Memphis, TN Leased Logistics Suwanee, GA Leased Logistics Streetsboro, OH Leased Manufacturing Allentown, PA Leased Logistics Carol Stream, IL Leased Logistics Solon, OH Leased Logistics Dublin, VA Leased Logistics Tulsa, OK Leased Logistics Winston-Salem, NC Leased Logistics and Office ASSEMBLY Ocala, FL Owned Manufacturing COMPONENTS Acuna, Mexico Leased Manufacturing Lexington, TN Owned Manufacturing Angola, IN Owned Manufacturing Birmingham, England Owned Manufacturing ENGINEERED Canton, OH Owned Manufacturing PRODUCTS Canton, OH Leased Manufacturing Newport, AR Owned Manufacturing Warren, OH Owned Manufacturing Erie, PA Owned Manufacturing La Roeulx, Belgium Owned Manufacturing Brookfield, WI Leased Manufacturing Madison Heights, MI Leased Manufacturing Leini, Italy Owned Manufacturing Pune, India Owned Manufacturing Chennai, India Owned Manufacturing Cortland, OH Owned Office and Manufacturing Valencia, Spain Owned Manufacturing (1) Each segment has other facilities, none of which is deemed to be a principal facility.
Biggest changeThe following table provides information relative to our principal facilities as of December 31, 2025. 17 Table of Contents Segment (1) Location Owned or Leased Use SUPPLY Brampton, Ontario, Canada Leased Manufacturing TECHNOLOGIES Minneapolis, MN Leased Logistics Changzhou, China Leased Manufacturing Cleveland, OH Leased Supply Technologies Corporate Office Dayton, OH Leased Logistics Memphis, TN Leased Logistics Suwanee, GA Leased Logistics Streetsboro, OH Leased Manufacturing Allentown, PA Leased Logistics Carol Stream, IL Leased Logistics Solon, OH Leased Logistics Dublin, VA Leased Logistics Tulsa, OK Leased Logistics Winston-Salem, NC Leased Logistics and Office ASSEMBLY Ocala, FL Owned Manufacturing COMPONENTS Acuna, Mexico Leased Manufacturing Lexington, TN Owned Manufacturing Angola, IN Owned Manufacturing Birmingham, England Owned Manufacturing ENGINEERED Canton, OH Owned Manufacturing PRODUCTS Canton, OH Leased Manufacturing Newport, AR Owned Manufacturing Warren, OH Owned Manufacturing Erie, PA Owned Manufacturing La Roeulx, Belgium Owned Manufacturing Brookfield, WI Leased Manufacturing Madison Heights, MI Leased Manufacturing Leini, Italy Owned Manufacturing Pune, India Owned Manufacturing Chennai, India Owned Manufacturing Cortland, OH Owned Office and Manufacturing Valencia, Spain Owned Manufacturing (1) Each segment has other facilities, none of which is deemed to be a principal facility.
Item 2. Properties As of December 31, 2024, our operations included numerous manufacturing and supply chain logistics services facilities located in 28 states in the United States and in Puerto Rico, as well as in Asia, Canada, Europe, Mexico and Brazil.
Item 2. Properties As of December 31, 2025, our operations included numerous manufacturing and supply chain logistics services facilities located in 28 states in the United States and in Puerto Rico, as well as in Asia, Canada, Europe, Mexico and Brazil.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn addition to the routine claims, suits, investigations and proceedings noted above, we were a party to the lawsuits and legal proceedings described below as of December 31, 2024: 18 Table of Contents We were a co-defendant in approximately 108 cases asserting claims on behalf of approximately 152 plaintiffs alleging personal injury as a result of exposure to asbestos.
Biggest changeIn addition to the routine claims, suits, investigations and proceedings noted above, we were a party to the lawsuits and legal proceedings described below as of December 31, 2025: 18 Table of Contents We were a co-defendant in approximately 116 cases asserting claims on behalf of approximately 160 plaintiffs alleging personal injury as a result of exposure to asbestos.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePeriod Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans Maximum Number of Shares That May Yet Be Purchased Under the Plans or Program (2) October 1 — October 31, 2024 3,698 $ 29.88 — 443,207 November 1 — November 30, 2024 426 32.28 — 443,207 December 1 — December 31, 2024 675 31.17 — 443,207 Total 4,799 $ 30.28 — 443,207 (1) Consists of an aggregate total of 4,799 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 minimum withholding tax liabilities.
Biggest changePeriod Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans Maximum Number of Shares That May Yet Be Purchased Under the Plans or Program (2) October 1 — October 31, 2025 1,580 $ 20.99 — 443,207 November 1 — November 30, 2025 1,102 20.12 — 443,207 December 1 — December 31, 2025 171 21.41 — 443,207 Total 2,853 $ 20.68 — 443,207 (1) Consists of an aggregate total of 2,853 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 minimum withholding tax liabilities.
Issuer Purchases of Equity Securities Set forth below is information regarding repurchases of our common stock during the fourth quarter of the year ended December 31, 2024.
Issuer Purchases of Equity Securities Set forth below is information regarding repurchases of our common stock during the fourth quarter of the year ended December 31, 2025.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock, par value $1.00 per share, trades on the Nasdaq Global Select Market under the symbol “PKOH”. The number of shareholders of record of our common stock as of February 28, 2025 was 371.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock, par value $1.00 per share, trades on the Nasdaq Global Select Market under the symbol “PKOH”. The number of shareholders of record of our common stock as of February 27, 2026 was 359.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

55 edited+12 added−12 removed51 unchanged
Biggest changeThe amounts below exclude discontinued operations. 2024 Compared with 2023 and 2023 Compared with 2022 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 $ Change % Change $ Change % Change (Dollars in millions, except per share data) Net sales $ 1,656.2 $ 1,659.7 $ 1,492.9 $ (3.5) — % $ 166.8 11 % Cost of sales 1,374.8 1,388.3 1,282.4 (13.5) (1) % 105.9 8 % Gross margin 17.0 % 16.4 % 14.1 % Selling, general and administrative ("SG&A") expenses 187.4 181.5 162.2 5.9 3 % 19.3 12 % SG&A expenses as a percentage of net sales 11.3 % 10.9 % 10.9 % Restructuring and other special charges 4.9 6.6 17.3 (1.7) (26) % (10.7) (62) % Gains on sales of assets, net (2.5) (0.8) (2.4) (1.7) * 1.6 * Other expense 5.0 — — 5.0 * — * Operating income 86.6 84.1 33.4 2.5 3 % 50.7 152 % Other components of pension and other postretirement benefits income, net 5.2 2.5 11.1 2.7 108 % (8.6) (77) % Interest expense, net (47.4) (45.1) (33.8) (2.3) 5 % (11.3) 33 % Income from continuing operations before income taxes 44.4 41.5 10.7 2.9 7 % 30.8 288 % Income tax (expense) benefit (4.9) (8.5) 0.7 3.6 (42) % (9.2) 1,314 % Income from continuing operations 39.5 33.0 11.4 6.5 20 % 21.6 189 % Loss (income) attributable to noncontrolling interest 2.7 1.0 (1.3) 1.7 170 % 2.3 177 % Income from continuing operations attributable to ParkOhio common shareholders $ 42.2 $ 34.0 $ 10.1 $ 8.2 24 % $ 23.9 237 % Earnings from continuing operations per common share attributable to ParkOhio common shareholders: Basic: Continuing operations $ 3.27 $ 2.76 $ 0.83 $ 0.51 18 % $ 1.93 233 % Diluted: Continuing operations $ 3.19 $ 2.72 $ 0.83 $ 0.47 17 % $ 1.89 228 % * Calculation not meaningful 2024 Compared with 2023 Net Sales 22 Table of Contents Net sales were $1,656.2 million in 2024 compared to $1,659.7 million in 2023, a decrease of 0.2%.
Biggest changeThe amounts below exclude discontinued operations. 2025 Compared with 2024 and 2024 Compared with 2023 2025 vs. 2024 2024 vs. 2023 2025 2024 2023 $ Change % Change $ Change % Change (Dollars in millions, except per share data) Net sales $ 1,599.1 $ 1,656.2 $ 1,659.7 $ (57.1) (3) % $ (3.5) — % Cost of sales 1,327.9 1,374.8 1,388.3 (46.9) (3) % (13.5) (1) % Gross margin 17.0 % 17.0 % 16.4 % Selling, general and administrative ("SG&A") expenses 189.6 187.4 181.5 2.2 1 % 5.9 3 % SG&A expenses as a percentage of net sales 11.9 % 11.3 % 10.9 % Restructuring and other special charges 6.4 4.9 6.6 1.5 31 % (1.7) (26) % Asset impairment charges 8.9 — — 8.9 * — * Gains on sales of assets, net — (2.5) (0.8) 2.5 * (1.7) * Other expense — 5.0 — (5.0) * 5.0 * Operating income 66.3 86.6 84.1 (20.3) (23) % 2.5 3 % Other components of pension and other postretirement benefits income, net 7.0 5.2 2.5 1.8 35 % 2.7 108 % Interest expense, net (47.5) (47.4) (45.1) (0.1) — % (2.3) 5 % Loss on extinguishment of debt (2.0) — — (2.0) * — * Income from continuing operations before income taxes 23.8 44.4 41.5 (20.6) (46) % 2.9 7 % Income tax expense (2.8) (4.9) (8.5) 2.1 (43) % 3.6 42 % Income from continuing operations 21.0 39.5 33.0 (18.5) (47) % 6.5 20 % Loss attributable to noncontrolling interests 3.8 2.7 1.0 1.1 41 % 1.7 (170) % Income from continuing operations attributable to ParkOhio common shareholders $ 24.8 $ 42.2 $ 34.0 $ (17.4) (41) % $ 8.2 24 % Earnings from continuing operations per common share attributable to ParkOhio common shareholders: Basic: Continuing operations $ 1.80 $ 3.27 $ 2.76 $ (1.47) (45) % $ 0.51 18 % Diluted: Continuing operations $ 1.77 $ 3.19 $ 2.72 $ (1.42) (45) % $ 0.47 17 % * Calculation not meaningful 2025 Compared with 2024 22 Table of Contents Net Sales Net sales were $1,599.1 million in 2025 compared to $1,656.2 million in 2024, a decrease of 3.4%.
Financing Activities Cash provided by financing activities in 2024 included debt repayments of $16.0 million, payments related to prior acquisitions of $3.0 million, dividends to shareholders and noncontrolling interest partners totaling $7.2 million, and payments of withholding taxes on share awards of $2.6 million.
Cash provided by financing activities in 2024 included debt repayments of $16.0 million, payments related to prior acquisitions of $3.0 million, dividends to shareholders and noncontrolling interest partners totaling $7.2 million, and payments of withholding taxes on share awards of $2.6 million.
Contractual and Other Obligations and Commitments Our material cash commitments from known contractual and other obligations primarily consist of obligations for long-term debt and related interest, leases for properties and equipment and purchase obligations as part of normal operations. See Note 9 to the consolidated financial statements included elsewhere herein for additional information regarding scheduled maturities of our long-term debt.
Contractual and Other Obligations and Commitments Our material cash commitments from known contractual and other obligations primarily consist of obligations for long-term debt and related interest, leases for properties and equipment and purchase obligations as part of normal operations. See Note 10 to the consolidated financial statements included elsewhere herein for additional information regarding scheduled maturities of our long-term debt.
Discussions of 2022 items and year-over-year comparisons between 2023 and 2022 that are not included in this Annual Report on Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
Discussions of 2023 items and year-over-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
For 2024, 2023 and 2022, we performed quantitative testing for each reporting unit with a goodwill balance. Our annual goodwill impairment analysis utilizes a quantitative approach comparing the carrying amount of the reporting unit to its estimated fair value. To the extent that the carrying value of the reporting unit exceeds its estimated fair value, an impairment charge is recorded.
For 2025, 2024 and 2023, we performed quantitative testing for each reporting unit with a goodwill balance. Our annual goodwill impairment analysis utilizes a quantitative approach comparing the carrying amount of the reporting unit to its estimated fair value. To the extent that the carrying value of the reporting unit exceeds its estimated fair value, an impairment charge is recorded.
Additionally, we test all indefinite-lived intangible assets for impairment at least annually, as of October 1 of each year, or more frequently if impairment indicators arise. In 2024, 2023 and 2022, we utilized a quantitative approach using the royalty relief method.
Additionally, we test all indefinite-lived intangible assets for impairment at least annually, as of October 1 of each year, or more frequently if impairment indicators arise. In 2025, 2024 and 2023, we utilized a quantitative approach using the royalty relief method.
Although we currently intend to pay a quarterly dividend on an ongoing basis, all future dividend declarations will be at the discretion of our Board of Directors and dependent upon then-existing conditions, including our operating results and financial condition, 27 Table of Contents capital requirements, contractual restrictions, business prospects and other factors that our Board of Directors may deem relevant.
Although we currently intend to pay a quarterly dividend on an ongoing basis, all future dividend declarations will be at the discretion of our Board of Directors and dependent upon then-existing conditions, including our operating results and financial condition, capital requirements, contractual restrictions, business prospects and other factors that our Board of Directors may deem relevant.
As our calculated availability under the Credit Agreement was above $50.625 million, we were also in compliance with the other covenants contained in the revolving credit facility as of December 31, 2024.
As our calculated availability under the Credit Agreement was above $50.625 million, we were also in compliance with the other covenants contained in the revolving credit facility as of December 31, 2025.
Income Tax Expense 23 Table of Contents Income tax expense in 2024 was $4.9 million on pre-tax income of $44.4 million, for an effective tax rate of 11.0%, which was less than the U.S. statutory rate of 21%, primarily as a result of the tax benefit of the research and development tax credit and the release of certain valuation allowances.
Income tax expense in 2024 was $4.9 million on pre-tax income of $44.4 million, for an effective tax rate of 11.0%, which was less than the U.S. statutory rate of 21% primarily as a result of the tax benefit of the research and development tax credit and the release of certain valuation allowances.
The Company’s pension plans are funded. The weighted-average expected long-term rate of return on assets assumption is 7.50% and 7.75% for 2024 and 2023, respectively. In determining the expected return on plan assets, we consider both historical performance and an estimate of future long-term rates of return on assets similar to those in our plan.
The Company’s pension plans are funded. The weighted-average expected long-term rate of return on assets assumption is 7.50% for both 2025 and 2024, respectively. In determining the expected return on plan assets, we consider both historical performance and an estimate of future long-term rates of return on assets similar to those in our plan.
The results of testing as of October 1, 2024, 2023 and 2022 for all reporting units confirmed that the estimated fair values exceeded carrying values, and no impairment existed as of those dates.
The results of testing as of October 1, 2025, 2024 and 2023 for all reporting units confirmed that the estimated fair values exceeded carrying values, and no impairment existed as of those dates.
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.
The Company does not allocate items that are non-operating; unusual in nature; or corporate expenses, which include but are not limited to executive compensation and corporate office expenses.
While we expect to remain in compliance throughout 2025, declines in sales volumes in the future could adversely impact our ability to remain in compliance with certain of these financial covenants.
While we expect to remain in compliance throughout 2026, declines in sales volumes in the future could adversely impact our ability to remain in compliance with certain of these financial covenants.
See Note 13 to the consolidated financial statements included elsewhere herein for additional information on leases. See Note 14 to the consolidated financial statements included elsewhere herein for additional information of future pension and postretirement benefit obligations.
See Note 14 to the consolidated financial statements included elsewhere herein for additional information on leases. See Note 15 to the consolidated financial statements included elsewhere herein for additional information of future pension and postretirement benefit obligations.
These capital expenditures were primarily for growth initiatives, including information technology investments, across all three of our segments, and to maintain existing operations. In 2024 and 2023, we sold assets and received aggregate proceeds of $11.5 million and $2.0 million, respectively. See Note 5 to the consolidated financial statements included elsewhere herein for additional information.
These capital expenditures were primarily for growth initiatives, including information technology investments across all three of our segments, and to maintain existing operations. In 2024, we sold assets and received aggregate proceeds of $11.5 million. See Note 5 to the consolidated financial statements included elsewhere herein for additional information.
The discount rates are also reviewed in comparison with current benchmark indices, economic market conditions and the movement in the benchmark yield since the previous fiscal year. The liability weighted-average discount rate for the defined benefit pension plan is 5.55% for 2024, compared with 5.14% in 2023.
The discount rates are also reviewed in comparison with current benchmark indices, economic market conditions and the movement in the benchmark yield since the previous fiscal year. The liability weighted-average discount rate for the defined benefit pension plan is 5.24% for 2025, compared with 5.55% in 2024.
The dividend was paid on February 21, 2025, to shareholders of record as of the close of business on February 7, 2025 and resulted in cash payments of $1.8 million. 21 Table of Contents RESULTS FROM CONTINUING OPERATIONS This section of this Annual Report on Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
The dividend was paid on February 20, 2026, to shareholders of record as of the close of business on February 6, 2026 and resulted in cash payments of $1.8 million. 21 Table of Contents RESULTS FROM CONTINUING OPERATIONS This section of this Annual Report on Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Based on our 2024 annual impairment test, we determined that the fair value of our Forged and Machined Products Group reporting unit, which is included in our Engineered Products segment, exceeded its carrying value by approximately 10% as of the testing date.
Based on our 2025 annual impairment test, we determined that the fair value of our Forged and Machined Products Group reporting unit, which is included in our Engineered Products segment, exceeded its carrying value by approximately 15% as of the testing date.
As such, we concluded that the goodwill of this reporting unit of $8.7 million as of that date was not impaired.
As such, we concluded that the goodwill of this reporting unit of $8.2 million as of that date was not impaired.
For the other postretirement benefit plan, the rate is 5.43% for 2024 and 5.06% for 2023. This rate represents the interest rates generally available in the United States, which is the Company’s only country with other postretirement benefit liabilities. Another assumption that affects the Company’s pension expense is the expected long-term rate of return on assets.
For the other postretirement benefit plan, the rate is 4.87% for 2025 and 5.43% for 2024. This rate represents the interest rates generally available in the United States, which is the Company’s only country with other postretirement benefit liabilities. Another assumption that affects the Company’s pension expense is the expected long-term rate of return on assets.
Liquidity and Capital Resources The following table summarizes the major components of cash flows: 2024 2023 2022 Cash provided (used) by: (In millions) Operating activities $ 35.0 $ 53.4 $ (26.6) Investing activities (30.9) (11.9) (40.7) Financing activities 1.6 (36.6) 84.6 Discontinued operations (5.2) (9.2) (9.2) Effect of exchange rate changes on cash (2.2) 0.9 (4.0) (Decrease) increase in cash and cash equivalents $ (1.7) $ (3.4) $ 4.1 Operating Activities In 2024, we generated positive operating cash flow of $35.0 million compared to $53.4 million in 2023.
Liquidity and Capital Resources The following table summarizes the major components of cash flows: 2025 2024 2023 Cash provided (used) by: (In millions) Operating activities $ 42.3 $ 35.0 $ 53.4 Investing activities (40.3) (30.9) (11.9) Financing activities (11.1) 1.6 (36.6) Discontinued operations (1.0) (5.2) (9.2) Effect of exchange rate changes on cash 1.8 (2.2) 0.9 Decrease in cash and cash equivalents $ (8.3) $ (1.7) $ (3.4) Operating Activities In 2025, we generated positive operating cash flow of $42.3 million compared to $35.0 million in 2024.
If our calculated availability is less than $50.625 million, our debt service coverage ratio must be greater than 1.0. At December 31, 2024, our calculated availability under the Credit Agreement was $133.5 million; therefore, the debt service ratio covenant did not apply.
If our calculated availability is less than $50.625 million, our debt service coverage ratio must be greater than 1.0. At December 31, 2025, our calculated availability under the Credit Agreement was $126.1 million; therefore, the debt service ratio covenant did not apply.
Though we consider these allowances 28 Table of Contents adequate and proper, changes in economic conditions in specific markets in which we operate could have a material effect on allowances required.
Though we consider these allowances adequate and proper, changes in economic conditions in specific markets in which we operate could have a material effect on allowances required.
Segment operating income reconciles to consolidated income before income taxes by adjusting for corporate costs; gains on sales of assets; other expenses; other components of pension and other postretirement benefits income, net; and interest expense, net.
Segment operating income reconciles to consolidated income before income taxes by adjusting for corporate expenses; loss on extinguishment of debt; gains on sales of assets; other unallocated expenses; other components of pension and other postretirement benefits income, net; and interest expense, net.
Cash flow from operating activities was lower in 2024 due to higher working capital needs, which more than offset higher profitability in 2024. Investing Activities 25 Table of Contents Capital expenditures were $31.4 million in 2024 and $28.2 million in 2023.
Cash flow from operating activities was higher in 2025 due to lower working capital needs, which more than offset lower profitability in 2025. 25 Table of Contents Investing Activities Capital expenditures were $40.3 million in 2025 and $31.4 million in 2024.
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 by an aggregate incremental amount up to $70.0 million.
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.
On December 29, 2023, the Company completed the sale to Angstrom Automotive Group (“Angstrom”) of its Aluminum Products business, which has been classified as a discontinued operation for all periods presented. Subsequent Events On January 24, 2025, the Company's Board of Directors declared a quarterly dividend of $0.125 per common share.
On December 29, 2023, the Company completed the sale of its Aluminum Products business, which has been classified as a discontinued operation for all periods presented. Subsequent Events On January 26, 2026, the Company's Board of Directors declared a quarterly dividend of $0.125 per common share.
The results of testing as of October 1, 2024, 2023 and 2022 for all reporting units confirmed that the estimated fair value exceeded carrying values, and no impairment existed as of those dates. 29 Table of Contents See Notes 7 and 8 of the consolidated financial statements included elsewhere herein for additional disclosure on goodwill and indefinite-lived intangibles.
The results of testing as of October 1, 2025, 2024 and 2023 for all indefinite-lived intangible assets confirmed that the estimated fair value exceeded carrying values, and no impairment existed as of those dates. See Notes 8 and 9 of the consolidated financial statements included elsewhere herein for additional disclosure on goodwill and indefinite-lived intangibles.
We have been named as one of many defendants in a number of asbestos-related personal injury lawsuits. Our cost of defending such lawsuits has not been material to date and, based upon available information, management does not expect our future costs for asbestos-related lawsuits to have a material adverse effect on our results of operations, liquidity or financial condition.
Our cost of defending such lawsuits has not been material to date and, based upon available information, management does not expect our future costs for asbestos-related lawsuits to have a material adverse effect on our results of operations, liquidity or financial condition.
The following table summarizes our indicators of liquidity: 2024 2023 (Dollars in millions) Cash and cash equivalents $ 53.1 $ 54.8 Gross debt (excluding unamortized debt issuance costs) $ 628.7 $ 645.7 Working capital (excluding cash and cash equivalents) $ 421.8 $ 406.0 Net debt as a % of capitalization 60 % 64 % Our liquidity needs are primarily for working capital and capital expenditures.
The following table summarizes our indicators of liquidity: 2025 2024 (Dollars in millions) Cash and cash equivalents $ 44.8 $ 53.1 Gross debt (excluding unamortized debt issuance costs) $ 635.7 $ 628.7 Working capital (excluding cash and cash equivalents) $ 441.1 $ 421.8 Net debt as a % of capitalization 58 % 60 % Our liquidity needs are primarily for working capital and capital expenditures.
Revenue from certain long-term contracts is accounted for over time, when products are manufactured or services are performed, as control transfers under these arrangements. We follow the input method since reasonably reliable estimates of revenue and costs of a contract can be made. See Note 2 of the consolidated financial statements included elsewhere herein for additional disclosures on revenue.
Revenue from certain long-term contracts is accounted for over time, when products are manufactured or services are performed, as control transfers under these arrangements. We follow the input method since reasonably reliable estimates of revenue and costs of a contract can be made.
As of December 31, 2024, we had $248.6 million outstanding under the revolving credit facility, and total liquidity of $198.2 million, which included cash and cash equivalents of $53.1 million and $145.1 million of unused borrowing availability under our credit arrangements. 26 Table of Contents The Company had cash and cash equivalents held by foreign subsidiaries of $43.4 million at December 31, 2024 and $44.6 million at December 31, 2023.
As of December 31, 2025, we had $257.4 million outstanding under the revolving credit facility, and total liquidity of $204.2 million, which included cash and cash equivalents of $44.8 million and $159.4 million of unused borrowing availability under our credit arrangements. 26 Table of Contents The Company had cash and cash equivalents held by foreign subsidiaries of $34.1 million at December 31, 2025 and $43.4 million at December 31, 2024.
Environmental 30 Table of Contents We have been identified as a potentially responsible party at third-party sites under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or comparable state laws, which provide for strict and, under certain circumstances, joint and several liability.
Environmental We have been identified as a potentially responsible party at third-party sites under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or comparable state laws, which provide for strict and, under certain circumstances, joint and several liability. We are participating in the cost of certain clean-up efforts at several of these sites.
Restructuring and other special charges During 2024, the Company recorded restructuring and other special charges of $4.9 million compared to $6.6 million in 2023. The charges in both years relate primarily to plant closure and consolidation activities and other initiatives in the Company’s Assembly Components and Engineered Products segments.
Restructuring and Other Special Charges During 2025, the Company recorded restructuring and other special charges of $6.4 million compared to $4.9 million in 2024. The charges in both years relate primarily to plant closure and consolidation activities and other initiatives in each of our business segments.
Our estimates are based upon assumptions we believe to be reasonable, but which by nature are uncertain and unpredictable. We believe we incorporate ample sensitivity ranges into our analysis of intangible impairment testing, such that actual experience would need to be materially out of the range of expected assumptions in order for an impairment to remain undetected.
We believe we incorporate ample sensitivity ranges into our analysis of 29 Table of Contents intangible impairment testing, such that actual experience would need to be materially out of the range of expected assumptions in order for an impairment to remain undetected.
Allowance for Obsolete and Slow-Moving Inventory: Inventories are valued using first-in, first-out or the weighted-average inventory method; stated at the lower of cost or net realizable value; and have been reduced by an allowance for obsolete and slow-moving inventories.
See Note 2 of the consolidated financial statements included elsewhere herein for additional disclosures on revenue. 28 Table of Contents Allowance for Obsolete and Slow-Moving Inventory: Inventories are valued using first-in, first-out or the weighted-average inventory method; stated at the lower of cost or net realizable value; and have been reduced by an allowance for obsolete and slow-moving inventories.
We do not expect restrictions on repatriation of cash held outside the U.S. to have a material effect on our overall liquidity, financial condition or results of operations for the foreseeable future. Senior Notes In April 2017, Park-Ohio Industries, Inc.
We do not expect restrictions on repatriation of cash held outside the U.S. to have a material effect on our overall liquidity, financial condition or results of operations for the foreseeable future. Senior Notes On July 31, 2025, Park-Ohio completed the sale, in a private offering, of $350.0 million aggregate principal amount of the 2030 Notes.
Interest payable associated with our 6.625% Senior Notes due 2027 is $23.2 million due in the twelve months following December 31, 2024 and $29.9 million due thereafter. As of December 31, 2024, our undiscounted purchase obligations were $205.5 million due in the next twelve months and $3.2 million due thereafter under purchase orders and "take or pay" arrangements.
Interest payable associated with our 2030 Notes is $29.8 million due in the twelve months following December 31, 2025 and $106.6 million due thereafter. As of December 31, 2025, our undiscounted purchase obligations were $144.0 million due in the next twelve months and $0.1 million due thereafter under purchase orders and "take or pay" arrangements.
When a single amount cannot be reasonably estimated, but the cost can be estimated within a range and no amount within the range is a better estimate than any other amount, we accrue the minimum amount in the range. Based upon facts and information currently available, we believe the amounts reserved are adequate for such pending matters.
When a single amount cannot be reasonably estimated, but the cost can be estimated within a range and no amount within the range is a better estimate than any other amount, we accrue the minimum amount in the range.
We are participating in the cost of certain clean-up efforts at several of these sites. However, our share of such costs has not been material and based on available information, management does not expect our exposure at any of these locations to have a material adverse effect on our results of operations, liquidity or financial condition.
However, our share of such costs has not been material and based on available information, management does not expect our exposure at any of these locations to have a material adverse effect on our results of operations, liquidity or financial condition. We have been named as one of many defendants in a number of asbestos-related personal injury lawsuits.
Supply Technologies Segment Year Ended December 31, 2024 2023 2022 (Dollars in millions) Net sales $ 775.8 $ 763.4 $ 711.5 Segment operating income $ 75.0 $ 59.0 $ 45.7 Segment operating income margin 9.7 % 7.7 % 6.4 % 2024 Compared to 2023 Net sales increased 1.6% in 2024 compared to 2023 due to continued strong demand in many of the Company's key end markets, with the largest increases in the aerospace and defense, heavy-duty truck, electrical distribution and consumer electronics end markets, partially offset by decreases in the power sports and industrial and agricultural equipment end markets.
Supply Technologies Segment Year Ended December 31, 2025 2024 2023 (Dollars in millions) Net sales $ 747.5 $ 775.8 $ 763.4 Segment operating income $ 72.3 $ 75.0 $ 59.0 Segment operating income margin 9.7 % 9.7 % 7.7 % 2025 Compared to 2024 Net sales decreased 3.6% in 2025 compared to 2024 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.
Assembly Components Segment Year Ended December 31, 2024 2023 2022 (Dollars in millions) Net sales $ 398.7 $ 427.8 $ 388.8 Segment operating income $ 25.4 $ 33.4 $ 1.1 Segment operating income margin 6.4 % 7.8 % 0.3 % 2024 Compared to 2023 24 Table of Contents Net sales decreased 6.8% in 2024 compared to 2023 due primarily to lower product pricing on certain legacy programs and lower unit volumes primarily on end-of-life programs, partially offset by higher product pricing on certain other programs.
Assembly Components Segment Year Ended December 31, 2025 2024 2023 (Dollars in millions) Net sales $ 380.6 $ 398.7 $ 427.8 Segment operating income $ 19.1 $ 25.4 $ 33.4 Segment operating income margin 5.0 % 6.4 % 7.8 % 24 Table of Contents 2025 Compared to 2024 Net sales decreased 4.5% in 2025 compared to 2024 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.
Crawford, our Chairman of the Board, Chief Executive Officer and President, and to Crawford Capital Enterprises, LLC, an entity controlled by Edward F. Crawford, one of our Board members.
Crawford, our Chairman of the Board, Chief Executive Officer and President, and to Crawford Capital Enterprises, LLC, an entity controlled by Edward F. Crawford, one of our Board members. Liquidity See Note 10 to the consolidated financial statements included elsewhere herein for further discussion of our financing arrangements.
We monitor the development of legal proceedings on a regular basis and will adjust our reserves when, and to the extent, additional information becomes available.
Based upon facts and information currently available, we believe the amounts 30 Table of Contents reserved are adequate for such pending matters. We monitor the development of legal proceedings on a regular basis and will adjust our reserves when, and to the extent, additional information becomes available.
Engineered Products Segment Year Ended December 31, 2024 2023 2022 (Dollars in millions) Net sales $ 481.7 $ 468.5 $ 392.6 Segment operating income $ 17.7 $ 19.1 $ 14.8 Segment operating income margin 3.7 % 4.1 % 3.8 % 2024 Compared to 2023 Net sales were 2.8% higher in 2024 compared to 2023 driven by higher new capital equipment and aftermarket sales in our capital equipment business.
Engineered Products Segment Year Ended December 31, 2025 2024 2023 (Dollars in millions) Net sales $ 471.0 $ 481.7 $ 468.5 Segment operating income $ 6.6 $ 17.7 $ 19.1 Segment operating income margin 1.4 % 3.7 % 4.1 % 2025 Compared to 2024 Net sales decreased 2.2% in 2025 compared to 2024 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, partially offset by a $5.8 million increase in sales in our industrial equipment business.
SG&A Expenses SG&A expenses increased to $187.4 million, or 11.3% of net sales, in 2024 from $181.5 million, or 10.9% of net sales, in 2023. The SG&A expense increase was driven by SG&A expenses in our acquired EMA Indutec GmbH (“EMA”) business, ongoing inflation and higher employee costs.
SG&A Expenses SG&A expenses increased to $189.6 million, or 11.9% of net sales, in 2025 from $187.4 million, or 11.3% of net sales, in 2024. The increases were driven by ongoing inflation, higher employee costs and fixed SG&A costs over lower sales levels.
Dividends The Company paid dividends to shareholders of $6.7 million during 2024. On January 24, 2025, the Company's Board of Directors declared a quarterly dividend of $0.125 per common share. The dividend was paid on February 21, 2025, to shareholders of record as of the close of business on February 7, 2025 and resulted in cash payments of $1.8 million.
Dividends 27 Table of Contents The Company paid dividends to shareholders of $7.2 million during 2025. On January 26, 2026, the Company's Board of Directors declared a quarterly dividend of $0.125 per common share.
Segment operating income was $25.4 million in 2024 compared to $33.4 million in 2023 and segment operating income margin decreased 140 basis points in 2024 compared to a year ago. The decreases were due to the lower product pricing and unit volumes, which were partially offset by profit enhancement initiatives in 2024.
Segment operating income was $19.1 million in 2025 compared to $25.4 million in 2024, and segment operating income margin decreased 140 basis points in 2025 compared to a year ago. The decreases were due to lower unit sales volumes. During 2025 and 2024, we incurred $2.8 million and $1.1 million, respectively, of charges related to restructuring activities.
The factors explaining the changes in segment net sales for the year ended December 31, 2024 compared to the year ended December 31, 2023 are contained in the “Segment Results” section below. Cost of Sales and Gross Margin Cost of sales decreased 1% to $1,374.8 million in 2024 compared to $1,388.3 million in 2023.
The decrease was primarily due to lower customer demand in each of our business segments. The factors explaining the changes in segment net sales for the year ended December 31, 2025 compared to the year ended December 31, 2024 are contained in the “Segment Results” section below.
Other Components of Pension and Other Postretirement Benefits (“OPEB”) I ncome, Net Other components of pension and OPEB income, net was $5.2 million in 2024 compared to $2.5 million in 2023. The increase in 2024 was due to lower net actuarial losses impacting 2024 compared to 2023.
The total net gain of $2.5 million is recorded on a separate line in the Consolidated Statements of Income and is excluded from segment income. Other Components of Pension and Other Postretirement Benefits (“OPEB”) I ncome, Net Other components of pension and OPEB income, net was $7.0 million in 2025 compared to $5.2 million in 2024.
The Credit Agreement matures on January 14, 2027. Finance Leases As of December 31, 2024, the Company had finance leases totaling $17.0 million.
Finance Leases As of December 31, 2025, the Company had finance leases totaling $16.6 million.
Interest Expense, Net Interest expense, net increased to $47.4 million in 2024 compared to $45.1 million in 2023. The increase was due to higher average interest rates partially offset by lower average outstanding borrowings in 2024 compared to 2023. Our average effective borrowing rate was 7.0% in 2024 compared to 6.6% in 2023.
The increase in 2025 was due to lower net actuarial losses impacting 2025 compared to 2024. Interest Expense, Net Interest expense, net increased to $47.5 million in 2025 compared to $47.4 million in 2024.
Income tax expense in 2023 was $8.5 million on pre-tax income of $41.5 million, for an effective tax rate of 20.5%, which approximated the U.S. statutory rate of 21%, as the tax benefits of the foreign tax credit and research and development tax credit were offset by the tax expense of foreign earnings, GILTI and non-deductible expenses.
In connection with this transaction, the Company recorded a $2.0 million loss on extinguishment of debt. 23 Table of Contents Income Tax Expense Income tax expense in 2025 was $2.8 million on pre-tax income of $23.8 million, for an effective tax rate of 11.8%, which was less than the U.S. statutory rate of 21% primarily as a result of the tax benefit of the research and development tax credit.
In addition, restructuring and other special charges were $3.6 million in 2024 and $4.9 million in 2023.
Segment operating income was $6.6 million in 2025 compared to $17.7 million 2024, and segment operating margin decreased 230 basis points in 2025 compared to 2024, driven by lower sales. In addition, restructuring and other special charges were $1.9 million in 2025 and $3.6 million in 2024.
The decrease was driven by ongoing profit improvement initiatives and the decrease in net sales described above. Gross margin was 17.0% in 2024 compared to 16.4% in 2023. The gross margin improvement was driven by improved operating profit in our Supply Technologies segment; higher sales and improved margins in our capital equipment business; and ongoing profit improvement initiatives.
Cost of Sales and Gross Margin Cost of sales decreased 3.4% to $1,327.9 million in 2025 compared to $1,374.8 million in 2024. The decrease was primarily due to the decrease in net sales in for 2025 compared to 2024 and the impact of ongoing profit improvement initiatives. Gross margin was 17.0% in both periods.
Removed
The decrease was primarily due to lower sales in the Assembly Components segment, partially offset by higher sales in our Supply Technologies segment and in the capital equipment business in our Engineered Products segment.
Added
Asset Impairment Charges During 2025, the Company recorded non-cash asset impairment charges in its Engineered Products segment totaling $8.9 million to write-down the carrying value of certain assets, primarily at its forging operations in Arkansas.
Removed
The total net gain of $2.5 million is recorded on a separate line in the Consolidated Statements of Operations and is excluded from segment income. During 2023, in connection with its plant closure and consolidation initiatives, the Company sold real estate within its Engineered Products segment for cash proceeds of $1.4 million, resulting in a net gain of $0.8 million.
Added
The increase was due to higher interest on our 8.500% Senior Secured Notes due 2030 (the “2030 Notes”) that were issued in July 2025 compared to the 6.625% Senior Notes due 2027 (the “2027 Notes”), partially offset by lower average outstanding debt balances in 2025 compared to a year ago and lower borrowing rates in 2025 compared to 2024 on its Seventh Amended and Restated Credit Agreement (the “Credit Agreement”).
Removed
The Company also sold other real estate for cash proceeds of $0.6 million. The total net gain of $0.8 million is recorded on a separate line in the Consolidated Statements of Operations and is excluded from segment income.
Added
Loss on Extinguishment of Debt During 2025, Park-Ohio Industries, Inc. (“Park-Ohio”) issued the 2030 Notes and used the net proceeds, along with cash on hand, to redeem all of the outstanding 2027 Notes.
Removed
In addition, net sales benefited from higher customer demand for our proprietary products throughout North America and Europe in our fastener manufacturing business. Segment operating income increased $16.0 million to $75.0 million in 2024 compared to 2023, and segment operating income margin increased 200 basis points in 2024 compared to a year ago.
Added
Sales in our fastener manufacturing business were down 9.7% year-over-year, driven by overall market softness. Segment operating income was $72.3 million in 2025 compared to $75.0 million in 2024. Segment operating income margin was 9.7% in both 2025 and 2024.
Removed
These increases were due primarily to the increase in sales, profit improvement initiatives and higher profit flow-through from strong demand in our fastener manufacturing business.
Added
In 2025, profit-improvement actions, including alignment of variable costs to lower demand levels, partially offset the impact of lower sales levels on profitability. In 2025 and 2024, charges related to restructuring and other special charges were $1.4 million and $0.2 million, respectively.
Removed
During 2024 and 2023, we incurred $1.1 million and $1.5 million, respectively, of charges related to restructuring activities.
Added
During 2025, an $8.9 million non-cash asset impairment charge was recorded to write-down the carrying value of certain assets, primarily at its forging operations in Arkansas.
Removed
Segment operating income in 2024 decreased $1.4 million compared to 2023, and segment operating margin decreased 40 basis points in 2024 compared to 2023, as a result of higher operating costs in our forged and machined products business, partially offset by the higher sales and improved margins in our capital equipment business.
Added
In 2024, we spent $11.0 million for the acquisition of EMA Indutec GmbH. Financing Activities Cash provided by financing activities in 2025 included net debt borrowings of $6.7 million to fund capital expenditures and working capital needs.
Removed
We spent $11.0 million for the acquisition of EMA. Additionally, in 2023, we received $15.5 million in connection with the sale of our Aluminum Products business.
Added
In addition, Park-Ohio issued the 2030 Notes and used the net proceeds, along with cash on hand, to redeem all of the outstanding 2027 Notes, which resulted in a cash outlay of $6.5 million for debt refinancing fees and expenses. We also made cash dividend payments totaling $7.8 million.
Removed
Cash used by financing activities in 2023 included debt repayments of $24.3 million, payments related to prior acquisitions of $2.9 million, dividends to shareholders and noncontrolling interest partners totaling $7.4 million, and payments of withholding taxes on share awards of $2.0 million.
Added
The net proceeds from the offering of the 2030 Notes, along with cash on hand, were used to redeem in full the 2027 Notes and pay related fees and expenses.
Removed
Liquidity Overall, we were able to pay down debt and fund capital expenditures in 2024 using cash flows from operations, cash proceeds from asset sales and proceeds from common stock issuances. See Note 9 to the consolidated financial statements included elsewhere herein for further discussion of our financing arrangements.
Added
Credit Agreement On July 17, 2025, Park-Ohio amended its Credit Agreement, in order to, among other things, (a) extend the maturity date to the fifth anniversary from the closing of the 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”).
Removed
(“Park-Ohio”), the operating subsidiary of Park-Ohio Holdings Corp., completed the sale, in a private placement, of $350.0 million aggregate principal amount of 6.625% Senior Notes due 2027 (the “Notes”).
Added
The dividend was paid on February 20, 2026, to shareholders of record as of the close of business on February 6, 2026 and resulted in cash payments of $1.8 million.
Removed
The net proceeds from the issuance of the Notes were used to repay in full our previously outstanding 8.125% Senior Notes due 2021 and our outstanding term loan, and to repay a portion of the borrowings then outstanding under our revolving credit facility. Credit Agreement In September 2023, Park-Ohio amended its Seventh Amended and Restated Credit Agreement (the “Credit Agreement”).
Added
Our estimates are based upon assumptions we believe to be reasonable, but which by nature are uncertain and unpredictable.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed1 unchanged
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk, including changes in interest rates. As of December 31, 2024, we are subject to interest rate risk on borrowings under the floating rate revolving credit facility provided by our Credit Agreement, which consisted of borrowings of $248.6 million at December 31, 2024.
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk, including changes in interest rates. As of December 31, 2025, we are subject to interest rate risk on borrowings under the floating rate revolving credit facility provided by our Credit Agreement, which consisted of borrowings of $257.4 million at December 31, 2025.
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 Shareholders' equity section of the accompanying Consolidated Balance Sheets.
We face translation risks related to 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 Shareholders' equity section of the accompanying Consolidated Balance Sheets.
Our largest exposures to commodity prices relate to metal and rubber compounds, which have fluctuated widely in recent years. In 2024 and 2023, 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. 33 Table of Contents
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. 33 Table of Contents
A 100-basis point increase in the interest rate would have resulted in an increase in interest expense on these borrowings of approximately $2.5 million for the year ended December 31, 2024. We are exposed to changes in foreign currency exchange rates. Our foreign subsidiaries generally conduct business in local currencies.
A 100-basis point increase in the interest rate would have resulted in an increase in interest expense on these borrowings of approximately $2.6 million for the year ended December 31, 2025. We are exposed to changes in foreign currency exchange rates. Our foreign subsidiaries generally conduct business in local currencies.

Other PKOH 10-K year-over-year comparisons