What changed in this filing

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Item 1A. Risk Factors

2026-06-08 compared with 2025-05-28 · 137 added, 102 removed, 270 unchanged (47% of the section changed)

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There can be no assurance that historically improving cycles are representative of actual future demand.

In addition, general macro-economic conditions could at times also adversely affect our liquidity and ability to borrow under our Amended and Restated Revolving Credit Facility (as defined herein) and limits our ability to make accurate long-term predictions about the performance of the Company.

In addition, general macro-economic conditions could at times also adversely affect our liquidity and ability to borrow under our New Revolving Facility (as defined herein) and limits our ability to make accurate long-term predictions about the performance of the Company.

Our business, particularly with respect to our material handling and precision conveyance products, is highly competitive and subject to consolidation of competitors.

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There can also be no assurance that customers will continue to regard our products favorably, that we will be able to develop new products or product developments that appeal to customers, that we will be able to improve or maintain our profit margins on sales to our customers or that we will be able to continue to compete successfully in our core markets.

Our growth strategy depends on successful integration of acquisitions, including upon closing of such transaction, the Kito Acquisition.

Our growth strategy depends on successful integration of acquisitions, including the recently completed Kito Crosby Acquisition.

Acquisitions are a key part of our growth strategy.

Our historical growth has depended, and our future growth is likely to depend, on our ability to successfully execute our acquisition strategy, and the successful integration of acquired businesses into our existing business, including, upon closing of such transaction, the Kito Acquisition.

Such a strategy involves the potential risks inherent in assessing the value, strengths, weaknesses, contingent or other liabilities, and potential profitability of acquisition candidates and in integrating the operations of acquired companies.

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The failure to efficiently and effectively achieve such transitions could increase our costs and decrease our profitability.

Furthermore, the failure to achieve the anticipated synergies of our recent significant acquisitions or recognize the anticipated market opportunities or integration from our recent acquisitions, could have a material adverse effect on our business, financial condition and results of operations.

Furthermore, the failure to achieve the anticipated synergies of our recent significant acquisitions, including the Kito Crosby Acquisition, or any future acquisitions, or recognize the anticipated market opportunities or integration from our recent acquisitions, could have a material adverse effect on our business, financial condition and results of operations.

We expect to devote significant management attention to integrating the business practices and operations of Kito Crosby with Columbus McKinnon.

We may experience disruptions to our business and, if integrated ineffectively, such disruptions could restrict the realization of the full expected benefits of the Kito Crosby Acquisition.

The failure to meet the challenges involved in the integration process and to realize the anticipated benefits of the Kito Crosby Acquisition could cause an interruption or loss of momentum in our operations.

Difficulties in integrating Kito Crosby into our business may include rationalizing the operations, processes and systems of the acquired business, retaining and motivating key management and employees, and integrating existing business relationships with suppliers and customers.

Even if an integration of Kito Crosby is successful, the financial and operational results may differ materially from our assumptions and forecasts due to unforeseen expenses, delays, conditions and liabilities.

In addition, we may incur unanticipated costs or expenses following an acquisition, including post-closing asset impairment charges, expenses associated with eliminating duplicate facilities, and other liabilities.

Furthermore, the integration of Kito Crosby into our business may result in material unanticipated problems, expenses, charges, liabilities, competitive responses, loss of customers and other business relationships, and diversion of management’s attention.

Additional integration challenges may include difficulty in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the acquisition;

difficulties in the integration of operations and systems, including pricing and marketing strategies;

and difficulties in conforming standards, controls, procedures, financial reporting and accounting and other policies, business cultures and compensation structures.

Many of these factors will be outside of our control and any one of them could result in increased costs, including restructuring charges, decreases in revenues and diversion of management’s time and energy, which could adversely affect our business, financial condition and results of operations.

We have incurred and expect to incur a number of significant non-recurring costs associated with the Kito Crosby Acquisition and the integration of Kito Crosby into our business.

These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance and employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs.

In addition, we expect to incur integration costs as we integrate Kito Crosby’s business with ours, including facilities and systems consolidation costs and employment-related costs.

There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits.

While we have assumed that a certain level of costs will be incurred, there are many factors beyond our control that could affect the total amount or the timing of these expenses.

Moreover, many of the expenses that we will incur are, by their nature, difficult to estimate accurately.

These expenses could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale.

These expenses may result in us recording increased expenses as a result of the Kito Crosby Acquisition or the integration of Kito Crosby into our business, and the amount and timing of such charges are uncertain at the present and could exceed initial estimates.

Our future operating results may be affected by price fluctuations and trade tariffs on steel, aluminum, and other raw materials purchased to manufacture our products.

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The imposition of tariffs by the United States has resulted in retaliatory tariffs from a number of countries, including China, which also increase the cost of raw materials we purchase.

presidential administration has implemented or announced plans to implement, as the case may be, new or increased tariffs, particularly relating to imports from China, the European Union and other Asian countries, though it remains unclear exactly what actions will be taken or implemented.

Substantial legal and regulatory uncertainty exists regarding international trade relations and trade policy.

Global trade policy continues to evolve and the ultimate impact of recent developments with respect to U.S.

tariffs is unclear.

Throughout 2025, the U.S.

government implemented multiple new tariff measures under various authorities, including the International Emergency Economic Powers Act (“IEEPA”), many of which were announced, modified, suspended, or reinstated with limited notice.

These 2025 U.S.

tariff actions included broad “reciprocal” tariff measures affecting imports from most countries and new tariffs targeting the industries in which we operate.

On February 20, 2026, the U.S.

Supreme Court issued a ruling striking down certain tariffs previously imposed under the IEEPA.

Following the U.S.

Supreme Court’s decision, the U.S.

presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.

There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business.

An introduction of new duties, tariffs, quotas or other similar trade restrictions, or increases in existing duties or tariff rates, on products imported into the United States and other jurisdictions, whether actual, pending or threatened, may have a negative impact on our results of operations.

Significant uncertainty exists as to whether and when tariffs may be reduced or imposed, and what countries may be implicated.

Given that we cannot reasonably predict the timing or outcomes of trade actions by the U.S.

government or other countries, the impact of such actions on our business and results of operations remains uncertain.

Any escalation of trade tensions, additional tariffs, retaliatory measures by foreign governments or shifts in U.S.

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In an environment of increasing raw material prices and trade tariffs, duties and quotas, competitive conditions will determine how much of the price increases we can pass on to our customers.

In the future, to the extent we are unable to pass on any steel, aluminum, or other raw material price increases to our customers, our profitability could be adversely affected, including materially.

Our results of operations could be materially adversely affected if we are unable to obtain sufficient pricing for our products and service to meet our profitability expectations.

In the future, to the extent we are unable to pass on any steel, aluminum, or other raw material price increases to our customers, our profitability and margins could be adversely affected, including materially.

Our results of operations could be materially adversely affected if we are unable to obtain sufficient pricing for our products and services to meet our profitability expectations.

If we are unable to obtain favorable pricing for our products and services in a timely manner, our revenues and profitability could be materially adversely affected.

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Due to increased demand across a range of industries, the global supply chain for certain critical components and raw materials used in the manufacture of our products has experienced significant constraints in recent periods.

Particularly, the markets for motors, computer chips, and other components are experiencing increased demand, creating substantial uncertainty regarding the availability of key components and raw materials used to manufacture our products.

Particularly, the markets for

motors, computer chips, and other components are experiencing increased demand, creating substantial uncertainty regarding the availability of key components and raw materials used to manufacture our products.

This constrained supply environment has materially adversely affected, and could further materially adversely affect, availability, lead times and cost of components and raw material, and has materially impacted, and could continue to materially impact, our ability to respond to accelerated or quick-turn delivery requests from customers, or meet customer demand and product delivery dates for our end customers where we cannot timely secure adequate supply of these components and raw materials.

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Our backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments received from customers that we have not recognized as sales.

The dollar amount of backlog as of March 31, 2025 was $323 million.

The dollar amount of backlog as of March 31, 2026 was $519,639,000.

Our backlog can be significantly affected by the timing of orders for large projects, and the amount of our backlog at March 31, 2026 is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as sales.

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We rely in large part on independent distributors for sales of our products.

We depend on independent distributors to sell our products and provide service and aftermarket support to our end-user customers.

Distributors play a significant role in determining which of our products are stocked at their locations, and hence are most readily accessible to aftermarket buyers, and the price at which these products are sold.

We depend on independent distributors to sell our products and provide service and after market support to our end-user customers.

Distributors play a significant role in determining which of our products are stocked at their locations, and hence are most readily accessible to after market buyers, and the price at which these products are sold.

Almost all of the distributors with whom we transact business offer competitive products and services to our end-user customers.

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Financial Risks

In connection with the completion of the Precision Conveyance acquisitions, our indebtedness has increased significantly.

In connection with the completion of the Kito Crosby Acquisition, our indebtedness has increased significantly.

Our indebtedness could limit our cash flow available for operations and our flexibility.

In connection with the montratec acquisition, the Company entered into an Amended and Restated Credit Agreement increasing the size of the Revolving Credit Facility by $75,000,000 to a total of $175,000,000.

The Company subsequently borrowed additional funds in accordance with the Accordion feature under its existing Term Loan B facility to increase the principal amount of the Term Loan B facility by $75,000,000 in both fiscal years 2022 and 2024.

The Company also borrowed an additional $25,000,000 under a new credit agreement secured by the Company's U.S.

In connection with the Kito Crosby Acquisition, the Company (i) entered into the New Credit Agreement which provides for credit facilities (the “New Facilities”) consisting of a Revolving Credit Facility in an aggregate amount of $500,000,000 (the “New Revolving Facility”) and a Term Loan B Facility (the “New Term Loan B Facility”) in an aggregate amount of $1,650,000,000 and (ii) issued $900,000,000 in aggregate principal amount of its 7.125% Senior Secured Notes due 2033 (the “Notes”).

The Company also borrowed an additional $53,400,000 under a credit agreement secured by the Company's U.S.

accounts receivable balances (the "AR Securitization Facility").

As of March 31, 2025, the outstanding principal balance of the Term Loan B facility was $437,560,000, which includes $75,000,000 in principal balance from the Accordion exercised in the first quarter of fiscal 2024 as described above.

We had $175,000,000 available for borrowing under the Amended and Restated Revolving Credit Facility (before deducting approximately $15,417,000 of letters of credit outstanding as of March 31, 2025).

As of March 31, 2026, the outstanding principal balance of the New Term Loan B facility was $1,456,990,000.

We had $458,933,000 available for borrowing under the New Revolving Facility (after deducting approximately $16,067,000 of letters of credit outstanding and $25,000,000 of outstanding borrowings) as of March 31, 2026.

The degree to which we are leveraged could have important consequences to our shareholders, including the following:

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We may be unable to consummate those asset sales to raise capital or sell assets at prices that we believe are fair and proceeds that we do receive may be inadequate to meet any debt service obligations then due.

Furthermore, we may be able to incur substantial additional indebtedness in the future and, in connection with the completion of the Kito Acquisition, expect to incur substantial additional indebtedness.

The terms of our current debt instruments do not fully prohibit us from doing so and the terms of any new debt instruments we enter into in the future, including in connection

with the incurrence of indebtedness for the Kito Acquisition, may not fully prohibit us from doing so.

Any additional indebtedness we incur could further exacerbate the risks that we face.

Our ability to raise capital in the future may be limited.

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If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements.

If we issue new debt securities, the debt holders would have rights senior to holders of our common stock to make claims on our assets and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock.

If we issue additional debt securities, the debt holders would have rights senior to holders of our common stock to make claims on our assets and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock.

If we issue additional equity securities or securities convertible into equity securities, existing shareholders will experience dilution and the new equity securities could have rights senior to those of our common stock.

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pose certain risks that may adversely impact sales and earnings.

We have operations and assets located outside of the U.S., primarily in Germany, the United Kingdom, Hungary, China, Malaysia and Mexico, including our new facility in Monterrey, Mexico.

We have operations and assets located outside of the U.S., primarily in Germany, Japan, the United Kingdom, Australia, Hungary, China, Malaysia and Mexico, including our new facility in Monterrey, Mexico.

In addition, we import a portion of our hoist product line from Asia and sell our products to distributors located in approximately 50 countries.

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business, including but not limited to differing protections of intellectual property, trade barriers, labor unrest, geopolitical conflicts, exchange controls, regional economic uncertainty, differing (and possibly more stringent) labor regulation, risk of governmental expropriation, U.S.

and foreign customs, quotas and duties, and tariffs ( in particular, the new tariffs implemented and additional tariffs proposed to be implemented by the new U.S.

presidential administration on goods imported into the U.S.

from Mexico and other countries where we have manufacturing operations), political and economic instability in the jurisdictions in which we operate, foreign receivables collection risk, current and changing regulatory environments, difficulty in obtaining distribution support, difficulty in staffing and managing widespread operations, differences in the availability, and terms of financing, political instability and risks of increases in taxes.

and foreign customs, quotas and duties, and tariffs ( in particular, the tariffs implemented and additional tariffs proposed to be implemented on goods imported into the U.S.

from Mexico and other countries where we have manufacturing operations and ongoing uncertainty in the interpretation of new tariffs and their applicability), political and economic instability in the jurisdictions in which we operate, foreign receivables collection risk, current and changing regulatory environments, difficulty in obtaining distribution support, difficulty in staffing and managing widespread operations, differences in the availability, and terms of financing, political instability and risks of increases in taxes.

In particular, in connection with our Mexican manufacturing operations, as a result of the tariffs or other trade restrictions implemented or proposed to be implemented by the U.S.

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These factors may adversely affect our future profits.

Part of our strategy is to expand our worldwide market share and reduce costs by strengthening our international distribution capabilities and sourcing components in lower cost countries, such as China, Mexico, Hungary and Malaysia, including through the use of our new facility in Monterey, Mexico.

Implementation of this strategy may increase the impact of the risks described above, and we cannot assure you that such risks will not have a material adverse effect on our business, results of operations or financial condition.

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In addition, in connection with Russia’s invasion of Ukraine, the U.S.

has imposed, and is likely to impose material additional, financial and economic sanctions and export controls against Russia and certain Russian organizations and individuals, with similar actions either implemented or planned by the European Union and the U.K.

has imposed, and may impose additional, financial and economic sanctions and export controls against Russia and certain Russian organizations and individuals, with similar actions effected by the European Union and the U.K.

and other jurisdictions.

While the Company’s business operations relating to Russia constitute an immaterial part of the Company’s overall business, we may decide to, or be required to, exit from our operations in Russia in their entirety, which could result in a loss of revenues from our Russian operations (approximately $836,000 for the fiscal year ended March 31, 2025) or may necessitate the need to incur a bad debt reserve or an asset write-off related to our Russian operations.

Furthermore, there is no guarantee that the current Russian invasion of Ukraine will not draw military intervention from other countries or further retaliation from Russia, which,

in turn, could lead to a much larger conflict beyond its current geographic, political and economic scope.

If such escalation should occur, supply chain, trade routes and markets currently served by the Company could be adversely affected and other risks discussed in this Form 10-K may be exacerbated.

As a result, we decided to exit from our operations in Russia in their entirety (an immaterial part of the Company's overall business).

Furthermore, there is no guarantee that the current Russian invasion of Ukraine will not draw military intervention from other countries or further retaliation from Russia, which, in turn, could lead to a much larger conflict beyond its current geographic, political and economic scope.

In addition, in February 2026, the United States and Israel launched coordinated military strikes against Iran, which retaliated with missile attacks across the region.

The ongoing conflict and any further escalation, including additional military actions, retaliatory measures, sanctions, disruptions to trade or transportation routes, cyberattacks, or other governmental or market responses, has and could continue to lead to significant disruption of global energy supplies and increases in global energy prices, heighten inflationary pressures on our input costs and supply chains, adversely affect global supply chains, energy markets, commodity prices, currency exchange rates, interest rates, financial markets and overall macroeconomic conditions,

increase the cost or reduce the availability of debt financing, and adversely impact customer spending patterns in markets in which we operate.

If any further escalation in these or other conflicts should occur, supply chain, trade routes and markets currently served by the Company could be adversely affected and other risks discussed in this Form 10-K may be exacerbated.

In addition, a further escalation could disrupt the supply of oil and natural gas in Europe, impacting our ability to operate our European manufacturing facilities, which, in turn, could materially adversely affect the Company’s business operations and financial performance.

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Our products are sold in many countries around the world.

Thus, a portion of our revenues (approximately $425,478,000 in our fiscal year ended March 31, 2025) are generated in foreign currencies, including principally the Euro, the British Pound, the Canadian Dollar, the South African Rand, the Brazilian Real, the Mexican Peso, and the Chinese Yuan, and while much of the costs incurred to generate those revenues are incurred in the same currency, a portion is incurred in other currencies.

Thus, a portion of our revenues (approximately $525,118,000 in our fiscal year ended March 31, 2026) are generated in foreign currencies, including principally the Euro, the Japanese Yen, the British Pound, the Canadian Dollar, the South African Rand, the Brazilian Real, the Mexican Peso, and the Chinese Yuan, and while much of the costs incurred to generate those revenues are incurred in the same currency, a portion is incurred in other currencies.

Since our financial statements are denominated in U.S.

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We are subject to debt covenant restrictions.

Our Amended and Restated Revolving Credit Facility contains a financial leverage covenant, which will only be tested if any extensions of credit (other than letters of credit) are outstanding under the Amended and Restated Revolving Credit Facility at the end of any fiscal quarter, and other restrictive covenants.

A significant decline in our operating income or cash generating ability could cause us to violate our leverage covenant in our bank credit facilities.

Our New Credit Facility contains a financial leverage covenant, which will only be tested if outstanding borrowings under the New Revolving Facility exceeds 30% of the aggregate amount of all commitments under the New Revolving Facility at the end of any fiscal quarter, and other restrictive covenants.

A significant decline in our operating income or cash generating ability could cause us to violate our leverage covenant in our New Credit Facilities.

Other material adverse changes in our business could also cause us to be in default of our debt covenants.

Any breach of any such covenants or restrictions would result in a default under such agreement that could result in our being unable to borrow under our bank credit facilities and would permit the lenders to declare all borrowings under such agreement to be immediately due and payable and, through cross-default provisions, could entitle other lenders to accelerate their loans to us.

Any breach of any such covenants or restrictions would result in a default under such agreement that could result in our being unable to borrow under our New Revolving Facility and would permit our lenders to declare all borrowings under such agreement to be immediately due and payable and, through cross-default provisions, could entitle other lenders and note holder to accelerate their loans or other indebtedness owed by us.

In such an event, the Company would need to modify or restructure all or a portion of its indebtedness.

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Any fluctuation in the rating of us or our subsidiaries may impact our ability to access debt markets in the future or increase our cost of future debt, which could have a material adverse effect on our operations and financial condition and may adversely affect the trading price of shares of our common stock.

Risks related to the Kito Acquisition

The Kito Acquisition is contingent upon the satisfaction of a number of conditions, including regulatory approval, that may be outside either party’s control and that either party may be unable to satisfy or obtain that could cause the stock purchase agreement to be terminated in accordance with its terms.

The closing of our acquisition of Kito remains subject to the satisfaction or waiver of certain closing conditions, including the expiration or early termination of the waiting period applicable to the consummation of the Kito Acquisition under the HSR Act and the receipt of certain other regulatory approvals.

These conditions to the completion of the Kito Acquisition, some of which are beyond our control and/or the control of Kito, may not be satisfied or waived in a timely manner or at all;

accordingly, the Kito Acquisition may be delayed or not completed.

As a condition to granting required regulatory approvals, governmental entities may impose conditions, limitations, obligations or costs or place restrictions on our conduct after the closing of the Kito Acquisition.

Such conditions or changes and the process of obtaining regulatory approvals could, among other things, have the effect of delaying completion of the Kito Acquisition or of imposing additional costs or limitations on us following the Kito Acquisition, any of which may have an adverse effect on us.

Additionally, either we or Kito may terminate the stock purchase agreement under certain circumstances specified therein, subject to the payment of a “termination fee” in certain cases.

The Kito Acquisition may present certain risks to our business and operations prior to the closing.

Our business and operations are subject to various risks related to the Kito Acquisition prior to closing, including:

• uncertainty about the effect of the Kito Acquisition on employees, customers, suppliers and other persons with whom we or Kito Crosby have a business relationship having an adverse effect on our business, operations and stock price;

• our operations may be restricted by the terms of the stock purchase agreement for the Kito Acquisition, which may cause us to forgo otherwise beneficial business opportunities;

• the proposed transaction may disrupt our current business plans and operations;

• our management’s attention may be directed toward the completion of the Kito Acquisition and diverted away from our day-to-day business operations;

• we may incur significantly higher transaction costs than we currently anticipate, such as legal, financing and accounting fees, and other costs, fees, expenses and charges related to the Kito Acquisition, whether or not the transaction is completed;

• the Kito Acquisition may not be completed, which may have an adverse effect on our stock price and future business and financial results.

We may fail to successfully close the Kito Acquisition, and if we do successfully close the Kito Acquisition, we may fail to realize all of the anticipated benefits of the Kito Acquisition or those benefits may take longer to realize than expected.

We expect to devote significant management attention to closing the Kito Acquisition and, if it closes, integrating the business practices and operations of Kito with Columbus McKinnon.

In the event the Kito Acquisition successfully closes, we may experience disruptions to our business and, if integrated ineffectively, such disruptions could restrict the realization of the full expected benefits of the Kito Acquisition.

The failure to meet the challenges involved in the integration process and to realize the anticipated benefits of the Kito Acquisition could cause an interruption or loss of momentum in our operations.

If the Kito Acquisition successfully closes, difficulties in integrating Kito into our business may include rationalizing the operations, processes and systems of the acquired business, retaining and motivating key management and employees, and integrating existing business relationships with suppliers and customers.

Even an integration of Kito is successful, the financial and operational results may differ materially from our assumptions and forecasts due to unforeseen expenses, delays, conditions and liabilities.

Furthermore, the successful closing of the Kito Acquisition and the subsequent integration of Kito into our business may result in material unanticipated problems, expenses, charges, liabilities, competitive responses, loss of customers and other business relationships, and diversion of management’s attention.

Additional integration challenges may include difficulty in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the acquisition;

difficulties in the integration of operations and systems, including pricing and marketing strategies;

and difficulties in conforming standards, controls, procedures, financial reporting and accounting and other policies, business cultures and compensation structures.

Upon closing of the Kito Acquisition, the Kito business may underperform relative to our expectations.

Following completion of the Kito Acquisition, we may not be able to maintain the levels of revenue, earnings or operating efficiency that Kito and we have achieved or might achieve separately.

The business and financial performance of Kito are subject to certain risks and uncertainties, including the risk of the loss of, or changes to, its relationships with its customers.

Upon the closing of the Kito Acquisition, we may be unable to achieve the same growth, revenues and profitability that Kito has achieved in the past.

We will issue a substantial number of Preferred Shares (as defined below) and incur a substantial amount of indebtedness in connection with the financing of the Kito Acquisition.

We expect to finance a portion of the purchase price for the Kito Acquisition through the issuance of 800,000 Series A Cumulative Convertible Participating Preferred Shares, par value $1.00 per share (the “Preferred Shares”), in connection with the closing of the Kito Acquisition, to CD&R XII Keystone Holdings, L.P., a Cayman Islands exempted limited partnership (together with its affiliated funds, the “CD&R Investors”) pursuant to the terms of an investment agreement, dated February 10, 2025 (the “Investment Agreement”).

Once issued, the Preferred Shares will have rights, preferences, and privileges that are not held by, and are preferential to, the rights of our common stock and will reduce the relative voting power of the holders of our common stock.

Subject to certain restrictions on conversion and voting as described in greater detail in the Investment Agreement and the form of Certificate of Amendment to the Company’s Certificate of Incorporation for the Preferred Shares (the "Certificate of Amendment"), the aggregate number of shares of common stock of the Company into which the Preferred Shares may be converted will initially be equal to 21,231,440 common shares, based on the initial conversion price for the Preferred Shares of $37.68, and result in the CD&R Investors owning, on an as converted basis, approximately 43% of the Company’s outstanding common stock upon completion of the issuance.

Under the terms of the Investment Agreement, the CD&R Investors will have the right to designate up to three directors on our Board of Directors, subject to specified ownership requirements.

With such representation on our Board of Directors, the CD&R Investors will have influence over the appointment of Company management and any action requiring the vote of our Board of Directors.

If the Preferred Shares are issued, circumstances may occur in which the interests of the CD&R Investors could conflict with the interests of our other shareholders.

We also expect to finance a portion of the purchase price for the Kito Acquisition by incurring additional third-party indebtedness.

We face risks associated with increases in overall indebtedness.

We cannot guarantee that the combination of Kito and Columbus McKinnon will be able to generate sufficient cash flow to pay dividends at a rate of 7% per annum, compounded quarterly on our Preferred Shares (but subject to an increase to 10% per annum if certain events occur) and service and repay this indebtedness, or that we will be able to refinance such indebtedness on favorable terms, or at all.

If we are unable to service our indebtedness and fund our operations, we may be forced to, among other things, reduce or delay capital expenditures, seek additional capital, sell assets, or refinance our indebtedness.

Any such action may not be successful, and we may be unable to service such indebtedness.

Any of the above risks could have a material adverse effect on our business, financial condition, results of operation, cash flows and/or stock price.

We expect to incur substantial expenses related to the Kito Acquisition and to the integration of Kito into our business, and the expenses may be greater than anticipated due to unexpected events.

We have incurred and expect to incur a number of significant non-recurring costs associated with the Kito Acquisition and, upon closing of the Kito Acquisition, the integration of Kito into our business.

In addition, we expect to incur integration costs following the closing of the Kito Acquisition as we integrate Kito’s business with ours, including facilities and systems consolidation costs and employment-related costs.

While we have assumed that a certain level of costs will be incurred, there are many factors beyond our control that could affect the total amount or the timing of these expenses.

Moreover, many of the expenses that we will incur are, by their nature, difficult to estimate accurately.

These expenses could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale.

These expenses may result in us recording increased expenses as a result of the Kito Acquisition or the integration of Kito into our business, and the amount and timing of such charges are uncertain at the present and could exceed initial estimates.

Pursuant to the terms of the Investment Agreement, we are required to recommend that our shareholders approve certain matters and terms relating to the Preferred Shares.

We cannot guarantee that our shareholders will approve these matters.

Under the terms of the Investment Agreement and the Certificate of Amendment, we have agreed to seek to obtain, at our first meeting of shareholders following the date of the Investment Agreement (the “First Meeting”), among other things, shareholder approval of (i) the issuance of the common shares underlying the Preferred Shares to be issued in connection with the Kito Acquisition in excess of 19.99% of the number of common shares outstanding prior to the transaction, in accordance with

NASDAQ Listing Rule 5635, and (ii) an amendment to our Certificate of Incorporation to increase the number of authorized but unissued common shares to 100 million and permit certain preemptive rights (collectively, the “Requisite Shareholder Approval”).

If the Requisite Shareholder Approval is not obtained at the First Meeting, subject to applicable law and the exercise of the fiduciary duties of our Board of Directors, we will continue to use our reasonable best efforts to obtain such approval at each subsequent meeting of shareholders, and if the Requisite Shareholder Approval is not obtained on or prior to July 31, 2026, we have agreed to hold a special meeting of our shareholders to be held between August 1, 2026 and December 31, 2026 to seek such approval, which would be time consuming and costly.

An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability, decrease our liquidity and impact our solvency .

Our indebtedness under the New Credit Facilities bears interest at variable rates.

Our future indebtedness may also bear interest at variable rates.

As a result, increases in interest rates could increase the cost of servicing such debt and materially reduce our profitability and cash flows.

The impact of such increases would be more significant for us than it would be for some other companies because of our substantial amount of indebtedness.

We have entered into interest rate derivatives, and may in the future enter into additional interest rate derivatives, that involve the exchange of floating for fixed rate interest payments in

order to reduce future interest rate volatility of our variable rate indebtedness.

However, due to risks for hedging gains and losses and cash settlement costs, we may not elect to maintain such interest rate derivatives, and any derivatives may not fully mitigate our interest rate risk.

Our products involve risks of personal injury and property damage, which exposes us to potential liability.

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Violations of, or liabilities under, environmental laws and regulations, or changes in such laws and regulations (such as the imposition of more stringent standards for discharges into the environment), could result in substantial costs to us, including operating costs and capital expenditures, fines and civil and criminal sanctions, third party claims for property damage or personal injury, clean-up costs, or costs relating to the temporary or permanent discontinuance of operations.

Certain of our facilities have been in operation for many years, and we have remediated contamination at some of our facilities.

Certain of our

facilities have been in operation for many years, and we have remediated contamination at some of our facilities.

Over time, we and other predecessor operators of such facilities have generated, used, handled, and disposed of hazardous and other regulated wastes.

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General Risks

We have recorded impairment charges in fiscal 2026 related to goodwill and other intangible assets acquired pursuant to our prior acquisitions and may be required to recognize additional impairment changes in the future, which could adversely affect our future operating results.

We have accounted for business acquisitions, including our prior acquisitions of montratec, Dorner and Garvey, which are each part of our Precision Conveyance reporting unit, and our most recent acquisition of Kito Crosby as business combinations under the acquisition method of accounting in accordance with GAAP.

Under the acquisition method of accounting, the total purchase price is allocated to tangible assets and identifiable intangible assets of acquired businesses based on their fair values as of the date of completion of the acquisition.

The excess of the purchase price over those fair values is recorded as goodwill.

As a result, we have substantial balances of goodwill and identified intangible assets and, as of March 31, 2026, goodwill and identified intangible assets represented approximately 29.4% of our total assets.

To the extent the value of goodwill or other intangible assets becomes impaired, we have in the past been required to, and may in the future be required to incur impairment charges, and the amount of such charges have in the past been, and may in the future be, material.

We conduct our goodwill and indefinite-lived intangible asset impairment analysis annually, or more frequently if we believe indicators of impairment exist.

As part of our annual goodwill impairment analysis test, the completion of the Kito Crosby Acquisition and the Divestiture, we performed quantitative assessments for each of our four reporting units in February 2026.

For purposes of the fiscal 2026 goodwill impairment test, while the individual reporting units initially each had fair values in excess of their book value, the reduction in the Company's stock price and market capitalization that occurred in late fiscal 2025 and continued into fiscal 2026 resulted in the aggregate equity value of the Company, on a combined basis, exceeding its market capitalization as of the annual measurement date.

As a result, the Company reevaluated the fair value of its reporting units and recorded a partial impairment charge of the goodwill for the Precision Conveyance reporting unit in fiscal 2026 in the amount of $200,000,000.

While the goodwill of the Precision Conveyance reporting unit was partially impaired in fiscal 2026, this reporting unit and our other reporting units remain at risk of another future impairment, in which the charges that are recorded may be material, if the related business does not perform as projected, or if market assumptions utilized in the impairment analysis deteriorate, including as a result of an unfavorable change in the discount rate used in the calculation.

In the future, if we are unable to improve our results of operations and cash flows, or other indicators of impairment exist, such as a further sustained significant decline in our share price and market capitalization, we may need to incur material charges against our operating results relating to our remaining goodwill.

Refer to Note 9 to our consolidated financial statements included in Item 8, Financial Statements and Supplementary Data, of this Form 10-K.

Any such future impairment charges relating to goodwill or other intangible assets could have a material impact on our operating results in future periods, and the announcement of a future impairment charge could have an adverse impact on our financial condition or operations.

We may not be able to implement effective internal control over financial reporting at Kito Crosby in a timely manner or once implemented, such controls may not operate effectively.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Prior to the completion of the Kito Crosby Acquisition, Kito Crosby, as a privately-held company, was not required to implement or maintain disclosure controls and procedures or internal control over financial reporting that a public company is required to have, implement and maintain.

SEC guidance allows companies to exclude acquisitions from the assessment of internal control over financial reporting during the first year following an acquisition while integrating the acquired company.

As such, we have excluded Kito Crosby from our assessment of the Company’s internal controls over financial reporting for fiscal 2026.

Although we are developing a plan designed to implement effective disclosure controls and procedures and internal control over financial reporting at Kito Crosby, we cannot assure you that such plans will be fully implemented in a timely manner or that we will be able to successfully implement and maintain the effectiveness of such plans by the time management assesses the effectiveness of our internal controls, including Kito Crosby, for fiscal 2027.

In addition, during the continuation of our integration efforts, we may identify deficiencies in Kito Crosby’s controls and may need to spend significant time and money to remedy those deficiencies.

If the Company fails to create and maintain effective internal controls at Kito Crosby, the Company may be required to report one or more material weaknesses in the future, which would indicate that there is a reasonable possibility that the Company’s financial statements do not accurately reflect the Company’s operating results or financial condition.

Any failure to timely implement effective internal controls could result in, among other things, a decline in the market price of our stock, restatement of our consolidated financial statements, or reputational harm.

The market price of our common stock has been, and may in the future continue to be, volatile.

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The volatility in the market price of our common stock may make it difficult for you to resell your shares of our common stock when desired or at attractive prices.

In addition, our quarterly operating results are likely to fluctuate in the future While we believe that operating results for any particular quarter are not necessarily a meaningful indication of future results, fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares.

In addition, our quarterly operating results are likely to fluctuate in the future.

While we believe that operating results for any particular quarter are not necessarily a meaningful indication of future results, fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares.

Adverse changes in global economic conditions may negatively affect our industry, business, and results of operations.

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Such economic developments, like inflationary pressures in the U.S.

and elsewhere, the China trade wars, the war between Russia and Ukraine may affect our business in a number of ways.

and elsewhere, the China trade wars, the war between Russia and Ukraine, the ongoing conflict with Iran, and the heightened tensions and political instability in Venezuela and the Middle East may affect our business in a number of ways.

Reduced demand may drive us and our competitors to offer products at promotional prices, which would have a negative impact on our profitability.

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As the breadth and complexity of our information technology systems continue to grow, including as a result of the increasing reliance on, and use of, mobile technologies and cloud-based services, the risk of security incidents and cyber-security attacks has increased.

While we attempt to mitigate these risks by employing a number of measures, including employee training, technical security controls, and maintenance of backup

and protective systems, our systems, networks, products, and services remain potentially vulnerable to known or unknown cybersecurity threats, any of which could have a material adverse effect on our business, financial condition or results of operations.

While we attempt to mitigate these risks by employing a number of measures, including employee training, technical security controls, and maintenance of backup and protective systems, our systems, networks, products, and services remain potentially vulnerable to known or unknown cybersecurity threats, any of which could have a material adverse effect on our business, financial condition or results of operations.

Furthermore, cybersecurity threats are constantly expanding and evolving and becoming increasingly sophisticated and complex, including attacks from highly organized adversaries such as nation state actors and attacks using emerging technologies, such as generative artificial intelligence, which create more targeted and sophisticated phishing narratives or otherwise strengthen social engineering capabilities.

These new risks increase the costs associated with our cyber-security defense measures and procedures and increasing the difficulty of detecting and defending against them and maintaining effective security measures and protocols.

Further, third-party providers we utilize may incorporate generative artificial intelligence or other emerging technologies into their operations, and these tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection, and it is possible that these providers may suffer a cyber-security attack that negatively impacts us.

regulatory or industry standards with respect to privacy and data protection, and it is possible that these providers may suffer a cyber-security attack that negatively impacts us.

Furthermore, the pace of technological change is increasing at an exponential rate.

To remain competitive, we must invest in developing tools and processes to improve the speed at which we are able to develop competitive products, including significant investment in the development and advancement of new technologies, as well as other technologies in the future that are not foreseen today.

Failure to adapt or react effectively to such changes could adversely affect our business, financial condition and results of operations.

We are also subject to a variety of laws and regulations in the U.S., Europe and around the world, as well as contractual obligations, regarding data privacy, security and protection.

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In addition, our liability insurance, which includes cyber insurance, might not be sufficient in type or amount to cover us against claims related to security incidents, cyber-security attacks and other related incidents.

Use of artificial intelligence in our operations and product offerings could result in reputational or competitive harm, legal or regulatory liability and adverse impacts on our results of operations.

We have begun to incorporate artificial intelligence solutions into our operations, and the use of AI involves various risks and challenges that could adversely affect our business, financial condition or results of operations.

The use, development and deployment of artificial intelligence systems or the artificial intelligence systems of third-party artificial intelligence vendors involve inherent technical complexities and uncertainties.

Artificial intelligence systems may encounter unexpected technical difficulties, limitations or errors, including inaccuracies in data processing or flawed algorithms, which could compromise the reliability and effectiveness of our operations, products and services based on artificial intelligence.

In addition, our competitors or other third parties may incorporate artificial intelligence into their operations or products more quickly or more successfully than us, which could impair our ability to compete effectively.

The use of artificial intelligence applications, including large language models, has resulted in, and may in the future result in, cybersecurity vulnerabilities or incidents that implicate the personal information, intellectual property, proprietary data or other sensitive information of end users of such applications.

Any such cybersecurity incidents related to our use of artificial intelligence applications could adversely affect our reputation and results of operations.

Artificial intelligence also presents emerging ethical issues (including risks of bias, inaccurate or misleading outputs, and intellectual property or confidentiality concerns), and if our use of artificial intelligence becomes controversial, we may experience brand or reputational harm, competitive harm, regulatory scrutiny or legal liability.

The increased adoption of artificial intelligence technologies in our products and services may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks or other complications that could adversely affect our business, reputation or financial results.

The regulatory landscape governing artificial intelligence technologies is evolving rapidly, and various jurisdictions have proposed or already adopted laws governing the use, development and deployment of artificial intelligence technologies.

Changes in laws, regulations or enforcement practices may impose new compliance requirements, restrict certain AI applications or increase our regulatory obligations, which could negatively impact our business and results of operations.

We operate in many different jurisdictions, and we could be adversely affected by violations of the U.S.

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Our internal policies mandate compliance with these anti-corruption laws, and we incur meaningful costs complying with these laws.

We operate in many parts of the world that have experienced corruption to some degree, and in certain circumstances, strict compliance with anti-corruption laws may conflict with local customs and practices.

We operate in many parts of the world that have experienced corruption to some degree, and in certain circumstances, strict

compliance with anti-corruption laws may conflict with local customs and practices.

Despite our training and compliance programs, we cannot assure you that our internal control policies and procedures always will protect us from reckless or criminal acts committed by our employees or agents.

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We cannot assure you that we will be able to retain our existing management personnel or to attract additional qualified personnel when needed.

We issued a substantial number of Preferred Shares (as defined below) in connection with the financing of the Kito Crosby Acquisition.

We financed a portion of the purchase price for the Kito Crosby Acquisition through the issuance of 800,000 Series A Cumulative Convertible Participating Preferred Shares, par value $1.00 per share (the “Preferred Shares”) to CD&R XII Keystone Holdings, L.P., a Cayman Islands exempted limited partnership (the “CD&R Investor”) pursuant to the terms of an investment agreement, dated February 10, 2025 (the “Investment Agreement”).

The Preferred Shares have rights, preferences, and privileges that are not held by, and are preferential to, the rights of our common stock and have the effect of reducing the relative voting power of the holders of our common stock.

Certain of the preferential rights belonging to the Preferred Shares could result in divergent interests between the holders of the Preferred Shares and our common shareholders.

Subject to certain restrictions on conversion and voting as described in greater detail in the Investment Agreement and the Certificate of Amendment to the Company’s Certificate of Incorporation for the Preferred Shares (the “Certificate of Amendment”), the aggregate number of shares of common stock of the Company into which the Preferred Shares may be converted is initially equal to 21,231,440 common shares, based on the initial conversion price for the Preferred Shares of $37.68, and resulted in the CD&R Investor owning, on an as converted basis, approximately 43% of the Company’s outstanding common stock as of the date of issuance.

Under the terms of the Investment Agreement, the CD&R Investor has the right to designate up to three directors on our Board of Directors (our "Board"), subject to specified ownership requirements.

With such representation on our Board, the CD&R Investor has influence over the appointment of Company management and any action requiring the vote of our Board.

As a result of its ability to control a significant percentage of the voting power of our common stock, the CD&R Investor may have substantial control over matters requiring approval by our shareholders, including the election and removal of directors, amendments to our certificate of incorporation, any proposed merger, consolidation or sale of all or substantially all of our assets and other corporate transactions.

The CD&R Investor may have interests that are different from those of other shareholders.

In addition, the CD&R Investor and its affiliates are in the business of making or advising on investments in companies, including businesses that may directly or indirectly compete with certain portions of our business.

In addition, the CD&R Investor may have an interest in pursuing acquisitions, divestitures, financings, or other transactions that, in their judgment, could enhance their overall equity investment and have a negative impact to holders of our common stock as a whole.

We cannot guarantee that we will be able to generate sufficient cash flow to pay dividends at a rate of 7% per annum, compounded quarterly on our Preferred Shares (but subject to an increase to 10% per annum if certain events occur).

In addition, our obligations to pay regular dividends to the holders of the Preferred Shares (which we may elect to pay in cash or in-kind) or the exercise of any of our optional redemption rights with respect to the outstanding Preferred Shares could, if paid in cash, impact our liquidity and reduce the amount of cash available for working capital, capital expenditures, growth opportunities, acquisitions, and other general corporate purposes.

Any of the above risks could have a material adverse effect on our business, financial condition, results of operation, cash flows and/or stock price.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors