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PARK OHIO HOLDINGS CORP

For the period ended May 14, 2026. Filed Apr 2, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2026 · Filed Apr 2, 2026

PKOH$43.39+9.5%Stored close · as of Nov 6, 2026
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Contents

2026 Proxy Statement20​

For 2025, the Compensation Committee approved a restricted share award for Mr. Matthew Crawford in the amount of 60,000 shares and restricted share awards for Messrs. Fogarty and Vilsack in the amounts of 25,000 shares each. These restricted share awards vest one-third each year over three years.

The Compensation Committee did not perform a formulaic qualitative or quantitative analysis, but instead used its subjective judgment and discretion in determining the amount of the equity awards. Restricted shares were used over stock options because restricted shares serve to reward and retain executives and foster stock ownership, while also minimizing the number of shares granted in aggregate, thereby reducing dilution. In exercising its judgment and discretion, the Compensation Committee was influenced by recommendations from our CEO and motivated by its desire to award each named executive officer equity value that it considered necessary to achieve the shareholder alignment and the attraction, retention and motivation objectives of our compensation program. The Compensation Committee’s review and consideration of each of the named executive officer’s equity grants were of a general nature, rather than identifying and focusing on each individual’s performance relative to specific tasks, projects or accomplishments, or distinguishable qualitative performance goals. The Compensation Committee did not otherwise take into account any specific performance, criteria or achievements relative to qualitative performance goals when making its equity compensation decisions for 2025. In granting the 2025 restricted share awards, the Compensation Committee also considered:

total compensation levels for each named executive officer in 2023, 2024 and 2025;

the overall financial performance of the Company for theprior year;

the value provided by restricted shares versus stock options;

the value and size of historical grants and the value created from such grants;

the named executive officer’s current and expected future contributions to the Company; and

the price of our Common Stock on the date of grant and shares available for grant under the 2021 Plan.

More information about equity awards granted in 2025 to our CEO and our other named executive officers is contained in the “2025 Grants of Plan-Based Awards Table.”

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