What changed in this filing

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Item 1A. Risk Factors

2025-02-25 compared with 2024-02-27 · 108 added, 65 removed, 110 unchanged (61% of the section changed)

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Operating globally subjects the Company to a number of operational risks relating to changes in government regulations and policies in a large number of jurisdictions around the world, including those related to tariffs and trade barriers, investments, property ownership rights, taxation, and exchange controls.

Increasing emphasis and changing expectations with respect to environmental, social and governance matters may impose additional costs on the Company or expose the Company to new or additional risks.

Increasing emphasis and changing expectations with respect to environmental, social and governance

matters may impose additional costs on the Company or expose the Company to new or additional risks.

In addition, changes in the relative values of currencies occur from time to time and could affect the Company's operating results.

Further, existing free trade laws and regulations provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements.

Changes in laws or policies governing the terms of international trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where the Company manufactures products could have a material adverse impact on the Company's business and financial results.

Part of the strategy to expand worldwide market share is strengthening the Company's non-U.S.

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A part of this strategy also includes decreasing costs by sourcing basic components in lower-cost countries.

Implementation of this part of the strategy may increase the impact of the risks to global operations and there can be no assurance that such risks will not have an adverse effect on the Company's revenues, profitability or market share.

Economic and political conditions in the United States and abroad may lead to significant changes in tax rules and regulations.

Implementation of this part of the strategy may increase the risks and potential impacts to global operations and there can be no assurance that such risks will not have an adverse effect on the Company's revenues, profitability or market share.

Economic and political conditions in the U.S.

and abroad may lead to significant changes in tax rules and regulations.

For example, proposals to reform non-U.S.

tax laws or other regulations could significantly impact how multinational corporations do business.

The Company's effective income tax rate could be volatile and materially change as a result of changes in tax laws, mix of earnings and other factors.

The Company's effective income tax rate could be volatile and materially change as a result of changes in tax laws, geographic mix of earnings and other factors.

Although the Company cannot predict the final form or impact of any regulation or other proposal, if adopted at all, such regulations and proposals could, if enacted, have a material adverse impact on the Company's profitability.

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These disruptions could materially affect the Company’s liquidity, operations and revenues and profitability could be significantly reduced.

Changes in existing free trade laws and regulations or tariffs could materially reduce the Company's profitability.

Existing free trade laws and regulations provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements.

Changes in or uncertainty surrounding, laws or policies governing the terms of international trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where the Company manufactures products could have a material adverse impact on the Company's business and financial results.

In February 2025, the United States announced substantial tariffs on Canada, China and Mexico and restored tariffs on imported steel and aluminum without regard to the location of the seller.

There exists substantial uncertainty as to whether all of these tariffs will be fully implemented or sustained.

The Company is monitoring these actions, which could have an adverse impact on the Company's business strategy, market share and operating results.

There can be no assurances that these tariffs will not be implemented or increased in the future, with the previously mentioned countries or additional countries with which the Company does business.

The degree to which these changes in U.S.

trade policy affect the Company's operating results will be influenced by the specific details of the changes in trade policies, their timing and duration, and the Company's effectiveness in deploying tools and strategies to address these issues.

In addition, retaliatory tariffs imposed by other countries or other potential government actions, could result in further adverse impacts on the Company's business, market share and operating results.

The cost of raw materials used by the Company's products has fluctuated and may continue to fluctuate, which could materially reduce the Company's profitability.

The Company has experienced and may continue to experience significant increases in materials costs, primarily as a result of inflationary pressures, increased demand and limited supply.

The Company manufactures products that include raw materials that consist of steel, rubber, copper, lead, castings and counterweights.

The Company also purchases parts provided by suppliers that are manufactured from castings and steel or contain lead.

The cost of these parts is affected by the same economic conditions that impact the cost of the parts the Company manufactures.

The cost to manufacture lift trucks and related service parts has been and may continue to be affected by fluctuations in prices for these raw materials.

If costs of these raw materials increase, the Company's profitability could be materially reduced.

The Company depends on a limited number of suppliers for specific critical components.

The Company depends on a limited number of suppliers for some of its critical components, including diesel, gasoline and fuel cell engines and cast-iron counterweights used to counterbalance some lift trucks.

The Company depends on a limited number of suppliers for some of its critical components, including diesel, gasoline and fuel cell engines and cast-iron counterweights used in some lift trucks.

Some of these critical components are imported and subject to regulation, primarily with respect to customary inspection of such products by the U.S.

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Furthermore, disruptions associated with suppliers have impacted and may continue to impact the Company's liquidity position.

If the normalization of supply chains and inflationary pressures is longer than anticipated, the Company may not be able to generate sufficient cash from operations which, among other things, could negatively impact the Company's debt levels and ability to access its credit facilities, or require the Company to seek additional financing sources, which may not be available on favorable terms or at all.

If the Company suffers a liquidity shortage, the Company may be forced to reduce production levels, reduce planned capital investments, reduce workforce, decrease or suspend planned dividends, or adopt other measures.

The cost of raw materials used by the Company's products has fluctuated and may continue to fluctuate, which could materially reduce the Company's profitability.

The Company has experienced and may continue to experience significant increases in materials costs, primarily as a result of inflationary pressures and global increases in the costs of industrial metals, including steel, lead and copper and other commodities, such as rubber, as a result of increased demand and limited supply.

The Company manufactures products that include raw materials that consist of steel, rubber, copper, lead, castings and counterweights.

The Company also purchases parts provided by suppliers that are manufactured from castings and steel or contain lead.

The cost of these parts is affected by the same economic conditions that impact the cost of the parts the Company manufactures.

The cost to manufacture lift trucks and related service parts has been and may continue to be affected by fluctuations in prices for these raw materials.

If costs of these raw materials increase, the Company's profitability could be materially reduced.

If the Company's strategic initiatives, including the introduction of new products, do not prove effective, revenues, profitability and market share could be significantly reduced.

Changes in the timing of implementation of the Company's current strategic initiatives may result in a delay in the expected recognition of future costs and realization of future benefits.

In addition, if future industry demand levels are lower than

expected or customers' demands change, the Company may not be successful in implementing its strategic initiatives.

If the Company is unable to successfully implement these strategic initiatives, revenues, profitability, growth prospects and market share could be significantly reduced.

As a result of supply disruptions, the Company may not be able to generate sufficient cash from operations which, among other things, could negatively impact the Company's debt levels and ability to access its credit facilities, or require the Company to seek additional financing sources, which may not be available on favorable terms or at all.

Failure to compete effectively within the Company's industry could result in a significant decrease in revenues and profitability.

The Company experiences intense competition in the sale of lift trucks and aftermarket parts.

Competition in the lift truck industry is based primarily on strength and quality of dealers, brand loyalty, customer service, new lift truck sales prices, availability of products and aftermarket parts, comprehensive product line offerings, product performance, quality and innovation, including features, and the cost of ownership over the life of the lift truck.

Competition in the lift truck industry is based primarily on strength and quality of dealers, brand loyalty, customer service, new lift truck availability and sales prices, availability of aftermarket parts and their prices, comprehensive product line offerings, product performance, quality and innovation, including lift truck features, and the cost of ownership over the life of the lift truck.

The Company competes with several global manufacturers that operate in all major markets.

These manufacturers may have lower manufacturing costs and greater financial resources than the Company, which may enable them to commit larger amounts of capital in response to changing market conditions.

These manufacturers may have lower manufacturing costs, offer differentiated products at competitive prices, provide better performance and have greater financial resources than the Company, which may enable them to commit larger amounts of capital in response to changing market conditions.

If the Company fails to compete effectively, revenues and profitability could be significantly reduced.

The Company’s products and services may be affected from time to time by design and manufacturing defects or new technologies that could materially adversely affect the Company’s business and result in harm to the Company’s reputation.

The Company offers complex hardware and software products and services that can be affected by design and manufacturing defects.

Sophisticated operating system software and applications, such as those offered by the Company, often have issues that can unexpectedly interfere with the intended operation of hardware or software products and services.

Defects can also exist in components and products the Company purchases from third parties.

Component defects could make the Company’s products unsafe and create a risk of property damage and personal injury.

In addition, the Company’s service offerings can have quality issues and from time to time experience outages, service slowdowns or errors.

As a result, from time to time the Company’s services have not performed as anticipated and may not meet customer expectations.

The introduction of new and complex technologies, such as artificial intelligence features, can also create challenges and compliance and safety risks.

There can be no assurance the Company will be able to detect and fix all issues and defects in the hardware, software and services it offers.

In addition, the Company can be exposed to product liability claims, recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment or intangible assets, and significant warranty and other expenses, including litigation costs and regulatory fines.

Quality problems can adversely affect the experience for users of the Company’s products and services, and result in harm to the Company’s reputation, loss of competitive advantage, poor market acceptance, reduced demand for products and services, delay in product innovations and lost sales.

If the Company's strategic initiatives, including the introduction of new products, do not prove effective, revenues, profitability and market share could be significantly reduced.

Changes in the timing of implementation of the Company's current strategic initiatives may result in a delay in the expected recognition of future costs and realization of future benefits.

In addition, if future industry demand levels are lower than expected or customers' demands change, the Company may not be successful in implementing its strategic initiatives.

If the Company is unable to successfully implement these strategic initiatives, revenues, profitability, growth prospects and market share could be significantly reduced.

The lift truck business is cyclical.

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Fluctuations in the rate of orders for lift trucks, attachments and fuel-cell technology reflect the capital investment decisions of the Company's customers, which depend to a certain extent on the general level of economic activity in the various industries the customers serve.

During economic downturns, customers tend to delay new lift truck and parts purchases.

During economic downturns, customers tend to delay new lift truck and parts purchases or may cancel or postpone orders.

Consequently, the Company has experienced, and in the future may continue to experience, significant fluctuations in revenues and net income.

If there is a downturn in the general economy, or in the industries served by lift truck customers, the Company's revenue and profitability could decrease significantly, and the Company may not be able to sustain or grow the business.

The pricing and costs of the Company's products have been and may continue to be impacted by currency fluctuations, which could materially increase costs, and result in material exchange losses and reduce operating margins.

Because the Company conducts transactions in various currencies, including euros, Japanese yen, U.S.

dollars, Chinese renminbi, British pounds, Swedish kroner, Mexican pesos and Australian dollars, lift truck pricing is subject to the effects of fluctuations in the value of these currencies and fluctuations in the related currency exchange rates.

As a result, the Company's sales have historically been affected by, and may continue to be affected by, these fluctuations.

In addition, exchange rate movements between currencies in which the Company purchases materials and components and manufactures certain products and the currencies in which the Company sells those products have been affected by and may continue to result in exchange losses that could materially reduce operating margins.

Furthermore, the Company's hedging contracts may not fully offset risks from changes in currency exchange rates.

The Company relies primarily on its network of independent dealers to sell lift trucks and aftermarket parts and the Company has no direct control over sales by those dealers to customers.

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The Company relies primarily on independent dealers for sales of lift trucks and aftermarket parts.

Sales of the Company's products are therefore subject to the quality and effectiveness of the dealers, who are not subject to the Company's direct control.

Sales of the Company's products are therefore not subject to the Company's direct control and may depend on the quality and effectiveness of the dealers, including their service repair capabilities.

As a result, ineffective or poorly performing dealers could result in a significant decrease in revenues and profitability and the Company may not be able to sustain or grow its business.

Because the Company conducts transactions in various currencies, including U.S.

dollars, euros, Japanese yen, Chinese renminbi, British pounds, Swedish kroner, Mexican pesos and Australian dollars, lift truck pricing is subject to the effects of fluctuations in the value of these currencies and fluctuations in the related currency exchange rates.

As a result, the Company's sales have historically been affected by, and may continue to be affected by, these fluctuations.

Furthermore, the Company's hedging contracts may not fully offset risks from changes in currency exchange rates.

If the global capital goods market declines, the cost saving efforts the Company has implemented may not be sufficient to achieve the benefits expected.

If the global economy or the capital goods market declines, the Company's revenues could decline.

If revenues are lower than expected, the programs the Company has implemented may not achieve the benefits expected.

Furthermore, the Company may be forced to take additional cost saving steps that could result in additional charges that materially adversely affect the ability to compete or implement the Company's current business strategies.

The Company may not be successful in commercializing Nuvera’s technology, which success would depend, in part, on the Company’s ability to protect Nuvera’s intellectual property.

The Company may not be able to commercialize Nuvera’s fuel-cell technologies on economically efficient terms.

Unforeseen difficulties, such as delays in development due to design defects or changes in specifications and insufficient research and development resources or cost overruns, may hinder the Company’s ability to incorporate Nuvera’s technologies into its product lines on an economically favorable basis or at all.

Unforeseen difficulties, such as delays in development due to design defects or changes in specifications and insufficient research and development resources, cost overruns or availability of key components such as hydrogen, may hinder the Company’s ability to incorporate Nuvera’s technologies into its product lines or generate revenues to third-parties on an economically favorable basis or at all.

Furthermore, Nuvera’s commercial success will depend largely on the Company’s ability to maintain patent and other intellectual property protection covering certain of Nuvera’s technologies.

Nuvera’s fuel-cell technology may not be economically viable if the Company is unable to prevent others from infringing or successfully challenging the validity of certain patents and other intellectual property rights attributable to Nuvera.

If the global capital goods market declines, the cost saving efforts the Company has implemented may not be sufficient to achieve the benefits expected.

If the global economy or the capital goods market declines, revenues could decline.

If revenues are lower than expected, the programs the Company has implemented may not achieve the benefits expected.

Furthermore, the Company may be forced to

take additional cost saving steps that could result in additional charges that materially adversely affect the ability to compete or implement the Company's current business strategies.

The Company is subject to recourse or repurchase obligations with respect to the financing arrangements of some of its customers.

Through arrangements with WF and others, dealers and other customers are provided financing for new lift trucks in the United States and in major countries of the world outside of the United States.

Through these arrangements, the Company's dealers and certain customers are extended credit for the purchase of lift trucks to be placed in the dealer’s floor plan inventory or the financing of lift trucks that are sold or leased to customers.

For some of these arrangements, the Company provides recourse or repurchase obligations such that it would become obligated in the event of default by the dealer or customer.

Total amounts subject to these types of obligations were $162.4 million and $133.2 million at December 31, 2023 and 2022, respectively.

Generally, the Company maintains a perfected security interest in the related assets financed such that, in the event the Company becomes obligated under the terms of the recourse or repurchase obligations, it may take title to the assets financed.

The Company cannot be certain, however, that the security interest will equal or exceed the amount of the recourse or repurchase obligations.

In addition, the Company cannot be certain that losses under the terms of the recourse or repurchase obligations will not exceed the reserves that have been set aside in the consolidated financial statements.

The Company could incur a charge to earnings if reserves prove to be inadequate, which could have a material adverse effect on results of operations and liquidity for the period in which the charge is taken.

Other products may be introduced to the market by competitors, making the Nuvera technology less marketable.

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Companies implementing such technology face competition from competitors that integrate more traditional energy technologies into their product lines, as well as competitors that have implemented or are implementing alternatives to traditional energy technologies, such as lithium-ion batteries, fuel additives and other high efficiency or “renewable” technologies.

Any of these technologies may have more established or otherwise more attractive manufacturing, distribution and operating cost features, which could negatively impact customers’ preferences for product lines that incorporate fuel-cell technology and, as a result, diminish the marketability of products incorporating Nuvera technology.

Any of these technologies may have more established or otherwise more attractive manufacturing, distribution and operating cost features, which could

negatively impact customers’ preferences for product lines that incorporate fuel-cell technology and, as a result, diminish the marketability of products incorporating Nuvera technology.

Risks Related to Cybersecurity

The Company may be unable to protect its information systems against service interruptions, data corruption, cyber-based attacks or network breaches, which have in the past and could in the future disrupt business operations and could materially adversely affect the Company's operating results, financial position or reputation.

The Company may be unable to protect its information systems against service interruptions, data corruption, cybersecurity incidents or network breaches, which have in the past and could in the future disrupt business strategy and operations and could materially adversely affect the Company's results of operations, financial condition or reputation.

The Company relies on information technology networks and systems, some of which are managed by third parties, in connection with various business activities.

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The Company uses information systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting and legal and tax requirements.

The Company’s information systems have been and may in the future be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components;

The Company’s information systems, or those of our third-party business partners, have been and may in the future be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components;

power outages;

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insider threats;

or cybersecurity threats, including, but not limited to, ransomware, malware, phishing and denial of service attacks, which are increasing in frequency and sophistication.

In addition, security breaches, whether in the Company’s systems or those of third parties on which the Company relies, could result in unauthorized access to and disclosure of confidential, personal or sensitive information and loss of intellectual property and pose a risk to the security, confidentiality, availability and integrity of the Company’s data, as well as the data of the Company’s suppliers, customers and employees.

While various procedures and controls have been and are being utilized to mitigate such risks, there can be no guarantee that the actions and controls the Company implements, or which the Company has caused or will cause third-party service providers to implement, will be sufficient to protect and mitigate associated risks to the Company’s information systems, information or other property.

or cybersecurity threats and cybersecurity incidents, including, but not limited to, ransomware, malware, fraud, phishing or other social engineering attempts and denial of service attacks, which are increasing in frequency and sophistication.

In addition, security breaches, whether in the Company’s systems or those of third-party business partners, could result in unauthorized access to and disclosure of confidential, personal or sensitive information and loss of intellectual property and pose a risk to the security, confidentiality, availability and integrity of the Company’s data, as well as the data of the Company’s suppliers, customers and employees.

While the Company is committed to adhering to evolving regulatory cybersecurity requirements, various procedures and controls have been and are being utilized to mitigate such risks, there can be no guarantee that the actions and controls the Company implements, or which the Company has caused or will cause third-party business partners to implement, will be sufficient to protect and mitigate associated risks to the Company’s information systems, information or other property.

Moreover, the Company may not be aware of all vulnerabilities associated with its information systems.

The Company has experienced cyber security threats and vulnerabilities in the Company’s information systems and those of the Company’s third-party providers.

Such prior events have not had a material impact on the Company’s financial condition, results of operations or liquidity.

In addition, the amount of insurance coverage the Company maintains may be inadequate or difficult to obtain in order to cover claims or liabilities relating to a cybersecurity attack.

Reports of unauthorized access to the Company's products, systems and

data, regardless of their veracity, may result in the perception that the products, systems or data are capable of being hacked, which could harm its brands, prospects and operating results.

Further, the amount of insurance coverage the Company maintains may be inadequate to cover claims or liabilities relating to a cybersecurity attack.

The Company has experienced cybersecurity threats, cybersecurity incidents and vulnerabilities in the Company’s information systems and those of the Company’s third-party business partners.

As of the date of this filing, the Company has not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have had or are reasonably likely to have, a material impact on the Company’s business strategy, results of operations or financial condition.

In addition, the amount of insurance coverage the Company maintains may be inadequate or difficult to obtain in order to cover claims or liabilities relating to a cybersecurity incident.

If, in the future, the Company’s or a third party’s information systems suffer severe damage, disruption, breach, or shutdown, and business continuity plans do not effectively resolve the issues in a timely manner, then the Company could be subject to litigation including individual claims or consumer class actions, commercial litigation, administrative, civil or criminal investigations or actions, regulatory intervention, government enforcement actions, penalties, sanctions or fines, disruption to operations and product systems, communication delays, unauthorized release of confidential or otherwise protected information, corruption or alteration of data, payment of ransom, or investigation and remediation costs, which could result in a negative impact on the Company’s business strategy, results of operations, financial condition or reputation.

Reports of unauthorized access to the Company's products, systems and data, regardless of their veracity, may result in the perception that the products, systems or data are capable of being hacked, which could harm its brands, reputation, prospects, relationships with third parties and operating results.

Further, the amount of insurance coverage the Company maintains may be inadequate to cover claims or liabilities relating to a cybersecurity incident.

Security breaches with respect to the Company’s products could interfere with its business, dealers, and customers, exposing it to liability that would cause its business and reputation to suffer.

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While the Company has implemented security measures intended to prevent unauthorized access to these products, malicious actors have attempted, and may attempt in the future, to gain unauthorized access to such products including through such components and systems in order to gain control of the products, change the products’ functionality, user interface, or performance characteristics, or gain access to data stored in or generated by the products.

Any unauthorized access to or control of the products or systems or any loss of data could result in litigation with third parties, government enforcement actions, penalties, disruption to product systems, unauthorized release of confidential or otherwise protected information, corruption of data, or remediation costs, which could materially adversely affect the Company’s operating results, financial position, growth opportunities or reputation.

Any unauthorized access to or control of the products or systems or any loss of data could result in litigation including individual claims or consumer class actions, commercial litigation, administrative, civil or criminal investigations or actions, regulatory intervention, government enforcement actions, penalties, sanctions or fines, disruption to operations and product systems, innovation delays, unauthorized release of confidential or otherwise protected information, corruption or alteration of data, payment of ransom, or investigation and remediation costs, which could materially adversely affect the Company’s business strategy, results of operations, financial condition, growth opportunities or reputation.

Risks Related to Legal and Regulatory Matters

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The Company's products may also be subject to laws and regulations relating to the protection of the environment, including those governing vehicle exhausts.

Regulatory agencies in the United States and Europe have issued or proposed various regulations and directives designed to reduce emissions from spark-ignited engines and diesel engines used in off-road vehicles, such as industrial lift trucks.

These regulations require the Company and other lift truck manufacturers to incur costs to modify designs and manufacturing processes and to perform additional testing and reporting.

Regulatory agencies in the U.S.

and other parts of the world have issued or proposed various regulations and directives designed to reduce emissions from spark-ignited engines and diesel engines used in off-road vehicles, such as industrial lift trucks.

These regulations can require the Company and other lift truck manufacturers to incur costs to modify designs and manufacturing processes and to perform additional testing and reporting.

The Company is investigating or remediating historical contamination at some current and former sites caused by its operations or those of businesses it acquired.

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laws and regulations, which may require expensive, time-consuming and distracting litigation.

Because the Company has employees, property and business operations outside of the United States, it is subject to the laws and the court systems of many jurisdictions.

The Company may become subject to claims outside the United States based in non-U.S.

Because the Company has employees, property and business operations outside of the U.S., it is subject to the laws and the court systems of many jurisdictions.

The Company may become subject to claims outside the U.S.

based in non-U.S.

jurisdictions for violations of their laws with respect to the Company's non-U.S.

In addition, these laws may be changed or new laws may be enacted in the future, including, for example, with respect to environmental, climate change, health and safety and cybersecurity matters.

In addition, these laws may be changed or new laws may be enacted in the future, including, for example, with respect to environmental, climate change,

health and safety and cybersecurity matters.

litigation is often expensive, time consuming and distracting.

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Because certain members of the Company’s extended founding family could prevent other stockholders from exercising significant influence over significant corporate actions, the Company may be a less attractive takeover target, which could adversely affect the market price of its common stock.

The Company’s stock repurchase program could affect the price of its Class A common stock and increase volatility and may not enhance long-term shareholder value.

The Company’s Board of Directors has authorized a stock repurchase program.

The timing and amount of any repurchases under the stock repurchase program are determined at the discretion of the Company's management based on a number of factors.

The stock repurchase program does not require the Company to acquire any specific number of shares and may be modified, suspended, extended or terminated by the Company at any time without prior notice and will expire no later than November 2027.

The Company may repurchase shares in the open market, through privately negotiated transactions or otherwise.

Repurchases under the stock repurchase program could affect the price of the Company's Class A common stock.

The existence of a stock repurchase program could cause the price of the Company's Class A common stock to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for the Company’s Class A common stock.

There can be no assurance that any stock repurchases will enhance shareholder value because the market price of the Company’s Class A common stock may decline below the levels at which the Company repurchased the shares.

Although the stock repurchase program is intended to enhance long-term shareholder value, there is no assurance that it will do so and short-term price fluctuations in the Class A common stock could reduce the program’s effectiveness.

Furthermore, the stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of the Company's Class A common stock, and it may be suspended or discontinued at any time, and any suspension or discontinuation could cause the market price of the Company's Class A common stock to decline.

Risks Related to Financing

The Company is subject to recourse or repurchase obligations with respect to the financing arrangements of some of its customers.

Through arrangements with Wells Fargo and others, dealers and other customers are provided financing for new lift trucks in the U.S.

and in major countries of the world outside of the United States.

Through these arrangements, the Company's dealers and certain customers are extended credit for the purchase of lift trucks to be placed in the dealer’s floor plan inventory or the

financing of lift trucks that are sold or leased to customers.

For some of these arrangements, the Company provides recourse or repurchase obligations such that it would become obligated in the event of default by the dealer or customer.

Total amounts subject to these types of obligations were $219.2 million and $162.4 million at December 31, 2024 and 2023, respectively.

The Company cannot be certain, however, that the security interest will equal or exceed the amount of the recourse or repurchase obligations.

The Company may be unable to fund its operations at competitive rates, on commercially reasonable terms or in sufficient amounts.

The Company has incurred significant debt obligations that could adversely affect its business and financial condition, including the ability to fully implement its strategy.

As of December 31, 2024, the Company has a $300 million secured, floating-rate revolving credit facility, expiring in June 2026, and a $225 million term loan, maturing in May 2028, each of which has various restrictive covenants.

As the Company continues to pursue its business strategies, it expects to incur additional indebtedness and refinance existing debt at a variety of interest rates, maturities, and terms.

The lift truck industry is a cyclical business and the Company's revenue, cash flows, and outlook often fluctuate in accordance with this cycle, as well as prevailing macroeconomic conditions, the Company's business strategy, and other risks described in these risk factors.

These fluctuations, together with the Company's debt level and related debt service obligations, could have the effect of, among other things, reducing the Company's flexibility to respond to changing business and economic conditions and increasing the risk of a future downgrade in the Company's credit ratings that can potentially impact the value of the Company's outstanding debt and increase its borrowing costs.

The Company may also be required to raise additional financing for working capital, capital expenditures, debt service obligations, debt refinancing, future acquisitions, or other general corporate purposes, which will depend on, among other factors, the Company's financial position and performance, as well as prevailing market conditions and other factors beyond the Company's control.

Consequently, the Company may not be able to obtain additional financing or refinancing on terms acceptable to it, or at all, which could adversely impact the Company's ability to finance its business strategy and service and repay outstanding indebtedness as it becomes due, all of which could adversely impact the Company's business, financial condition, and the cost of borrowing.

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What changed 10-K

Item 1A. Risk Factors