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00000762820001068148false 0000076282 2025-07-15 2025-07-15 0000076282 pkoh:PARKOHIOINDUSTRIESINCMember 2025-07-15 2025-07-15
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 15, 2025
 
 
PARK-OHIO HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
 
 
 
Ohio
 
000-03134
 
34-1867219
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
6065 Parkland Boulevard, Cleveland, Ohio
 
44124
 
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (440) 947-2000
Not applicable
(Former name or former address, if changed since last report.)
 
 
PARK-OHIO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Ohio
 
333-43005-01
 
34-6520107
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
6065 Parkland Boulevard, Cleveland, Ohio
 
44124
 
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (440)
947-2000
Not applicable
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, Par Value $1.00 Per Share
 
PKOH
 
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2
of the Securities Exchange Act of 1934.
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   
 
 
 

Item 2.02
Results of Operations and Financial Condition.
On July 15, 2025, Park-Ohio Holdings Corp. (the “Company”) issued a press release announcing preliminary financial results for the quarter ended June 30, 2025. The press release is attached hereto as Exhibit 99.1.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit
Number
  
Description
 99.1    Park-Ohio Holdings Corp. Press Release, dated July 15, 2025
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
2

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
Park-Ohio Holdings Corp.
     
(Registrant)
Dated: July 16, 2025      
/s/ Patrick W. Fogarty
     
Patrick W. Fogarty
Vice President and Chief Financial Officer
     
Park-Ohio Industries, Inc.
     
(Registrant)
Dated: July 16, 2025      
/s/ Patrick W. Fogarty
     
Patrick W. Fogarty
     
Vice President and Chief Financial Officer
 
3
EX-99.1 2 d927282dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

ParkOhio Announces Preliminary Second Quarter 2025 Results

CLEVELAND, OHIO – Park-Ohio Holdings Corp. (NASDAQ: PKOH) today announced preliminary financial results for the second quarter of 2025.

While the Company has not yet finalized its financial results for the three months ended June 30, 2025, based on its unaudited preliminary analysis, it estimates that its total net sales will be between $400 million and $410 million and its Adjusted EBITDA will be between $34 million and $37 million for the three months ended June 30, 2025.

The Company’s estimates for the three months ended June 30, 2025 are preliminary and unaudited and represent the most current information available to its management. The Company’s actual results may differ from the preliminary estimates due to the completion of its financial closing procedures, final adjustments and other developments that may arise between the date of this news release and the time that financial results for the three months ended June 30, 2025 are finalized.

The Company presents Adjusted EBITDA because it believes that Adjusted EBITDA could be useful to investors in assessing its operating performance and its operating performance relative to its financial obligations. Adjusted EBITDA is not a measurement of the Company’s financial performance under generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP. Additionally, other companies in the Company’s industry may calculate Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure. The Company does not provide reconciliations of forward-looking non-GAAP financial measures, such as Adjusted EBITDA, to the most comparable GAAP financial measures on a forward-looking basis because the Company is unable to provide a meaningful or accurate calculation or estimation of reconciling items, and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of certain items, such as, but not limited to, certain significant noncash credits or charges and certain infrequent items.

The preliminary estimates included in this news release have been prepared by, and are the responsibility of, our management. Ernst & Young LLP, our independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to the preliminary financial results. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.


About ParkOhio

Park-Ohio is a diversified international company providing world-class customers with a supply chain management outsourcing service, capital equipment used on their production lines, and manufactured components used to assemble their products. Headquartered in Cleveland, Ohio, Park-Ohio operates approximately 125 manufacturing sites and supply chain logistics facilities worldwide, through three reportable segments: Supply Technologies, Assembly Components and Engineered Products.

Forward-Looking Statements

This news release contains forward-looking statements, including statements regarding future performance of the Company, that are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors that could cause actual results to differ materially from expectations include, but are not limited to, the following: the finalization of our financial statements for the three months ending June 30, 2025; the impact supply chain and logistic issues have on our business, results of operations, financial position and liquidity; our substantial indebtedness; the uncertainty of the global economic environment; general business conditions and competitive factors, including pricing pressures and product innovation; demand for our products and services; the impact of labor disturbances affecting our customers; raw material availability and pricing; fluctuations in energy costs; component part availability and pricing; changes in our relationships with customers and suppliers; the financial condition of our customers, including the impact of any bankruptcies; our ability to successfully integrate recent and future acquisitions into existing operations; the amounts and timing, if any, of purchases of our common stock; changes in general economic conditions such as inflation rates, interest rates, tax rates, unemployment rates, higher labor and healthcare costs, recessions and changing government policies, laws and regulations, including those related to the current global uncertainties and crises, such as tariffs and surcharges; adverse impacts to us, our suppliers and customers from acts of terrorism or hostilities, including the conflicts between Russia and Ukraine and in the Middle East, or political unrest, including the rising tension between China and the United States; public health issues, including the outbreak of infectious diseases and any impact on our facilities and operations and our customers and suppliers; our ability to meet various covenants, including financial covenants, contained in the agreements governing our indebtedness; disruptions, uncertainties or volatility in the credit markets that may limit our access to capital; potential disruption due to a partial or complete reconfiguration of the European Union; increasingly stringent domestic and foreign governmental regulations, including those affecting the environment or import and export controls and other trade barriers; inherent uncertainties involved in assessing our potential liability for environmental remediation-related activities; the outcome of pending and future litigation and other claims and disputes with customers; our dependence on the automotive and heavy-duty truck industries, which are highly cyclical; the dependence of the automotive industry on consumer spending; our ability to negotiate contracts with labor unions; our dependence on key management; our dependence on information systems; our ability to continue to pay cash dividends, and the timing and amount of any such dividends; and the other factors we describe under “Item 1A.


Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. In light of these and other uncertainties, the inclusion of a forward-looking statement herein should not be regarded as a representation by us that our plans and objectives will be achieved. The Company assumes no obligation to update the information in this news release.

MATTHEW V. CRAWFORD

PARK-OHIO HOLDINGS CORP.

(440) 947-2000