PARK OHIO HOLDINGS CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**SCHEDULE 14A

**(Rule 14a-101)

**Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

PARK-OHIO HOLDINGS CORP.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PARK-OHIO HOLDINGS CORP.

**6065 Parkland Boulevard

Cleveland,**Ohio 44124

Notice of 2025 Annual Meeting of Shareholders

The 2025 annual meeting of shareholders of Park-Ohio Holdings Corp., an Ohio corporation, will be held asshown below.

10:00 A.M., Eastern Time, Thursday May 15, 2025

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6065 Parkland Boulevard,Cleveland, Ohio 44124

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1.To elect three directors to serve until the 2028 annual meeting of shareholders; 2. To approve the Amendment and Restatement of the Park-Ohio Holdings Corp. 2021 Equity and Incentive Compensation Plan, the terms of which are described in the accompanying Proxy Statement; 3.To ratify the appointment of Ernst & Young LLP as our independent auditors for fiscal year 2025; and 4.To act on other matters that are properly brought before the Annual Meeting or any adjournments, postponements or continuations thereof.

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The Board of Directors set March 21, 2025 as the record date for the Annual Meeting. This means that owners of Common Stock at the close of business on that date are entitled to (1) receive notice of the Annual Meeting and (2) vote at the Annual Meeting and any adjournments, postponements or continuations of the Annual Meeting.

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We are pleased to invite you to our 2025 Annual Meeting of Shareholders to be held at the Company’s headquarters, 6065 Parkland Blvd., Cleveland, Ohio 44124, on May 15, 2025, at 10:00 A.M. EST. Please also consider voting and submitting your proxy in advance of the Annual Meeting in lieu of attending the meeting in person. Please mark, sign and return the proxy card in the enclosed envelope. No postage is required if mailed in the United States.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FORTHE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2025:A complete set of proxy materials relating to the Annual Meeting is available on the Internetstarting on April 8, 2025. These materials, consisting of the Notice of Annual Meeting, ProxyStatement, Proxy Card and Annual Report, may be viewed at http://eproxy.pkoh.com.

Where

When

Items of

Business

Who Can

Vote and

Record Date

Voting

by Proxy

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Proxy Statement

TABLE OF CONTENTS

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** Table of Contents**

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PARK-OHIO HOLDINGS CORP.

**6065 Parkland Boulevard

Cleveland,**Ohio 44124

**Proxy Statement

Annual Meeting of Shareholders

May 15, 2025

GENERAL INFORMATION