What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-03 compared with 2025-02-25 · 274 added, 212 removed, 1504 unchanged (24% of the section changed)

18 unchanged sentences

The Company has adopted a code of ethics applicable to all Company personnel, including the principal executive officer, principal financial officer, principal accounting officer and controller, or other persons performing similar functions.

The code of ethics, entitled the “Code of Corporate Conduct,” is posted on the Company's website at www.hyster-yale.com under “Corporate Governance.” Amendments and waivers of the Company's Code of Corporate Conduct for directors or executive officers of the Company, if any, will be disclosed on the Company's website or on a current report on Form 8-K.

The code of ethics, entitled the “Code of Corporate Conduct,” is posted on the Company's website at www.hyster-yale.com under “Corporate Responsibility and Ethics.” Amendments and waivers of the Company's Code of Corporate Conduct for directors or executive officers of the Company, if any, will be disclosed on the Company's website or on a current report on Form 8-K.

Information on the Company's website is not incorporated by reference in, and does not form part of, this Annual Report on Form 10-K.

1 unchanged sentence

This policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company.

A copy of the Company's insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

A copy of the Company's insider trading policy was filed as Exhibit 19.1 to the Company' Annual Report on Form 10-K, filed by the Company on February 25, 2025.

EXECUTIVE COMPENSATION

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(10) Material Contracts.

10.1 Tax Allocation Agreement, dated September 28, 2012, by and between NACCO Industries, Inc.

and Hyster-Yale, Inc.

(f/k/a Hyster-Yale Materials Handling, Inc.) is incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File Number 1-35646.

10.1 Stockholders' Agreement, dated as of September 28, 2012, by and among the Participating Stockholders (as defined therein), Hyster-Yale, Inc.

72 unchanged sentences

10.25* Hyster-Yale, Inc.

(f/k/a Hyster-Yale Materials Handling, Inc.) and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 2024) is incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed by the Company on May 7, 2024, Commission File Number 000-54799.

10.27* Hyster-Yale, Inc.

and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 2024, revised as of August 9, 2024) is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on November 5, 2024, Commission File Number 000-54799.

10.26* Hyster-Yale, Inc.

and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 2025 is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on May 6, 2025, Commission File Number 000-54799.

10.27* The Hyster-Yale Group, Inc.

16 unchanged sentences

(f/k/a Hyster-Yale Materials Handling, Inc.) is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on May 7, 2024, Commission File Number 000-54799.

10.35 Equity joint venture contract, dated November 27, 1997, between Shanghai Perfect Jinqiao United Development Company Ltd., People’s Republic of China, NACCO Materials Handling Group, Inc., USA, and Sumitomo-Yale Company Ltd., Japan is incorporated by reference to Exhibit 10.3 to NMHG Holding Co.’s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.

10.34* Third Amended and Restated Joint Venture and Shareholders Agreement between Wells Fargo Financial Leasing, Inc.

20 unchanged sentences

Borrowers, Hyster-Yale Nederland B.V., as the Dutch Borrower, and Hyster-Yale UK Limited, as the UK Borrower, certain Persons party thereto from time to time as Guarantors, certain financial institutions, as Lenders, and Bank of America, N.A., as Administrative Agent and Security Trustee is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 1, 2023, Commission File Number 000-54799.

10.42 Third Amended and Restated Loan, Security and Guaranty Agreement, dated as of June 24, 2025, among Hyster-Yale, Inc., and Hyster-Yale Materials Handling, Inc., as U.S.

10.43 Amended and Restated Term Loan Credit Agreement, dated as of May 28, 2021, among Hyster-Yale Group, Inc., as the Borrower, Hyster-Yale, Inc.

7 unchanged sentences

19.1 Insider Trading Policy for Hyster-Yale, Inc.

and its subsidiaries.

and its subsidiaries is incorporated by reference to Exhibit 19.1 to the Company' Annual Report on Form 10-K, filed by the Company on February 25, 2025, Commission File Number 000-54799.

(21) Subsidiaries.

21 unchanged sentences

Prasad pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.

31(i)(2) Certification of Scott A.

Minder pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.

(32) Certifications pursuant to 18 U.S.C.

32 Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Rajiv K.

Prasad and Scott A.

(97) Policy relating to the recovery of erroneously awarded compensation.

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Vice President, Controller and Chief Accounting Officer (principal accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on February 25, 2025.

Prasad President and Chief Executive Officer (principal executive officer), Director

Minder Senior Vice President, Chief Financial Officer and Treasurer (principal financial officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on March 3, 2026.

Prasad President and Chief Executive Officer (principal executive officer and principal financial officer), Director

McKee Vice President, Controller and Chief Accounting Officer (principal accounting officer)

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Jumper David B.

Minder, by signing his name hereto, does hereby sign this Annual Report on Form 10-K on behalf of each of the above named and designated directors of the Company pursuant to a Power of Attorney executed by such persons and filed with the Securities and Exchange Commission.

Minder February 25, 2025

Minder, Attorney-in-Fact

* Suzanne Schulze Taylor, by signing her name hereto, does hereby sign this Annual Report on Form 10-K on behalf of each of the above named and designated directors of the Company pursuant to a Power of Attorney executed by such persons and filed with the Securities and Exchange Commission.

/s/ Suzanne Schulze Taylor March 3, 2026

Suzanne Schulze Taylor, Attorney-in-Fact

ANNUAL REPORT ON FORM 10-K

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Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

Consolidated Balance Sheets

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We have audited the accompanying consolidated balance sheets of Hyster-Yale, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 03, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the

critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the

critical audit matter or on the account or disclosure to which it relates.

Valuation of Goodwill - Bolzoni

3 unchanged sentences

As part of the quantitative approach, the Company estimates the fair value of the reporting unit using a discounted cash flow approach from the perspective of a market participant and comparable market values for similar businesses.

Significant estimates within the discounted cash flow analysis include cash flow forecasts, the discount rate and the terminal growth rate.

Auditing management’s annual goodwill impairment assessment was complex and highly judgmental due to the significant estimation required to determine the fair value of the Bolzoni reporting unit utilizing the discounted cash flow analysis.

In particular, the fair value estimate was sensitive to significant assumptions utilized in the discounted cash flow analysis, such as changes in the discount rate applied, revenue growth rates, including the terminal growth rate, and operating margins, which are affected by expectations about future market or economic conditions.

Auditing management’s annual goodwill impairment assessment for the Bolzoni reporting unit was complex and judgmental due to the use of valuation methodologies in determining the estimated fair value of the Bolzoni reporting unit.

In particular, the fair value estimates are impacted by significant assumptions utilized in the valuation models, such as the discount rate applied, and operating margins, which are affected by expectations about future market or economic conditions.

Valuation of Goodwill - Bolzoni

How We Addressed the Matter in Our Audit We obtained an understanding and evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process whereby the Company develops significant assumptions that are used as inputs to the annual goodwill impairment test.

This included controls over management's review of the valuation model and the significant assumptions (e.g., discount rate, revenue, operating margin and terminal growth rate) used to develop the prospective financial information (PFI).

How We Addressed the Matter in Our Audit We obtained an understanding and evaluated the design of, and tested the operating effectiveness of, controls over the Company’s goodwill impairment process whereby the Company develops significant assumptions that are used as inputs to the annual goodwill impairment test.

This included controls over management's review of the valuation model and the significant assumptions described above to develop the prospective financial information (PFI).

To test the estimated fair value of the Company’s Bolzoni reporting unit, we performed audit procedures that included, among others, assessing the methodologies used and directly testing the significant assumptions and the underlying data used by the Company in its analyses, including assessing the completeness and accuracy of such underlying data.

1 unchanged sentence

We compared the significant assumptions used by management to current industry and economic trends, historical performance, guideline public companies in the same industry and strategic plans.

We assessed the historical accuracy of management’s estimates, and we performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.

We assessed the historical accuracy of management’s estimates, and we performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value that would result from changes in the assumptions.

Furthermore, we assessed the appropriateness of the disclosures in the consolidated financial statements.

Income Taxes - Valuation Allowance

Description of the Matter At December 31, 2024, the Company maintained a valuation allowance for certain of its deferred tax assets in the amount of $144.3 million.

As discussed in Note 6, a valuation allowance is required where realization of its deferred tax assets is determined to no longer meet the "more likely than not" standard.

As a part of this evaluation management considered all available evidence, both positive and negative, and based on the weight of that evidence determined whether a valuation allowance is needed and to what extent.

On the basis of the assessment, the Company continues to record a valuation allowance to reduce the carrying amount of certain of its deferred tax assets to an amount that is more likely than not to be realized.

Auditing the Company’s assessment of whether its deferred tax assets are realizable was complex, as determining whether a valuation allowance for certain of the Company’s deferred tax assets was necessary required an extensive analysis of positive and negative evidence regarding the realization of the deferred tax assets and, inherent in that, an assessment of the likelihood of sufficient future taxable income of the appropriate character, which is judgmental in nature.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to assess the realizability of its deferred tax assets, including identifying and weighting the available positive and negative evidence.

With the assistance of our income tax professionals, we considered the weighting of the available positive and negative evidence.

Specifically, we evaluated the type and nature of the Company’s temporary differences, including considering whether the estimated future sources of taxable income were of the appropriate character to utilize the deferred tax assets and assessing the impacts of current tax legislation.

We evaluated the Company’s most recent operating results for the three-year cumulative period ended December 31, 2024, and considered the impact of unusual or infrequent items.

We evaluated management’s ability to utilize the deferred tax assets through carryback provisions allowable by law within certain jurisdictions or through prudent and feasible tax planning strategies.

We assessed management’s model of estimated future reversals of existing taxable temporary differences.

We evaluated management’s projections of future taxable income, including existing contracts and backlog, as well as any potential circumstances and uncertainty that could adversely affect future operations and profit levels.

In addition, we evaluated the Company’s income tax disclosures related to the matters described above.

/s/ Ernst & Young LLP

1 unchanged sentence

Cleveland, Ohio

February 25, 2025

March 3, 2026

Report of Independent Registered Public Accounting Firm

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and subsidiaries (“the Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2024 and the related notes and our report dated February 25, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025 and the related notes and our report dated March 03, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Cleveland, Ohio

February 25, 2025

March 3, 2026

HYSTER-YALE, INC.

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Net Income (Loss) Attributable to Stockholders $ ( 60.1 ) $ 142.3 $ 125.9

$ 142.3 $ 125.9 $ ( 74.1 )

Basic Earnings (Loss) per Share Attributable to Stockholders $ ( 3.40 ) $ 8.16 $ 7.35

$ 8.16 $ 7.35 $ ( 4.38 )

Diluted Earnings (Loss) per Share Attributable to Stockholders $ ( 3.40 ) $ 8.04 $ 7.24

$ 8.04 $ 7.24 $ ( 4.38 )

See Notes to Consolidated Financial Statements.

1 unchanged sentence

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31

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Net Income (Loss) $ ( 58.0 ) $ 144.2 $ 128.1

Other comprehensive income (loss)

Other comprehensive income

Foreign currency translation adjustment 58.0 ( 43.2 ) 18.7

Current period cash flow hedging activity, net of $ 0.1 tax benefit in 2024, net of $ 0.2 tax expense in 2023 and net of $ 0.7 tax expense in 2022

( 30.7 ) ( 2.2 ) ( 40.0 )

Reclassification of hedging activities into earnings, net of $ 0.2 tax expense in 2024, net of $ 0.1 tax expense in 2023 and net of $ 0.8 tax benefit in 2022

Current period cash flow hedging activity, net of $ 0.1 tax expense in 2025, net of $ 0.1 tax benefit in 2024 and net of $ 0.2 tax expense in 2023

17.2 ( 30.7 ) ( 2.2 )

Current period pension adjustment, net of $ 0.2 tax expense in 2024, net of $ 0.1 tax benefit in 2023 and net of $ 0.3 tax expense in 2022

Reclassification of hedging activities into earnings, net of $ 0.1 tax benefit in 2025, net of $ 0.2 tax expense in 2024 and net of $ 0.1 tax expense in 2023

( 0.9 ) 27.3 30.9

Reclassification of pension into earnings, net of $ 0.1 tax expense in 2024, net of $ 0.1 tax benefit in 2023 and net of $ 0.0 tax benefit in 2022

Comprehensive Income (Loss) $ 101.5 $ 180.0 $ ( 115.5 )

Other comprehensive income (loss) attributable to noncontrolling interests

Current period pension adjustment, net of $ 0.0 tax benefit in 2025, net of $ 0.2 tax expense in 2024 and net of $ 0.1 tax benefit in 2023

Reclassification of pension into earnings, net of $ 0.0 tax benefit in 2025, net of $ 0.1 tax expense in 2024 and net of $ 0.1 tax benefit in 2023

Comprehensive Income $ 21.4 $ 101.5 $ 180.0

Other comprehensive income attributable to noncontrolling interests

Net Income attributable to noncontrolling interest ( 0.3 ) ( 0.7 ) ( 0.6 )

2 unchanged sentences

Foreign currency translation adjustment attributable to noncontrolling interests ( 0.4 ) 0.2 —

Comprehensive Income (Loss) Attributable to Stockholders

Comprehensive Income Attributable to Stockholders

$ 18.9 $ 99.8 $ 177.8

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Net cash used for financing activities ( 0.8 ) ( 100.1 ) ( 100.5 )

( 100.1 ) ( 100.5 ) ( 10.9 )

Effect of exchange rate changes on cash 4.0 ( 5.2 ) 4.1

Cash and Cash Equivalents

Increase (decrease) for the year 17.8 19.8 ( 6.5 )

Increase for the year 26.6 17.8 19.8

Balance at the beginning of the year 96.6 78.8 59.0

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Stock issued under stock compensation plans — — — 0.1 ( 0.1 ) — — — — — — —

Purchase of treasury stock — — — ( 0.1 ) — — — — — ( 0.1 ) — ( 0.1 )

Net income (loss) 0.7 — — — — 125.9 — — — 125.9 0.6 126.5

4 unchanged sentences

Purchase of noncontrolling interest — — — — 0.8 — — — — 0.8 ( 4.0 ) ( 3.2 )

Reclassification from permanent equity to temporary equity 13.1 — — — ( 6.5 ) — — — — ( 6.5 ) ( 6.6 ) ( 13.1 )

Sale of noncontrolling interest — — — — — — — — — — ( 0.7 ) ( 0.7 )

Foreign currency translation on noncontrolling interest ( 0.1 ) — — — — — — — — — 0.1 0.1

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Purchase of treasury stock — — — ( 14.0 ) 14.0 — — — — — — —

Net income (loss) 0.7 — — — — 125.9 — — — 125.9 0.6 126.5

Net income 0.3 — — — — 142.3 — — — 142.3 0.7 143.0

Cash dividends ( 0.9 ) — — — — ( 24.0 ) — — — ( 24.0 ) ( 0.4 ) ( 24.4 )

1 unchanged sentence

Current period other comprehensive income (loss) — — — — — — ( 43.2 ) ( 30.7 ) 0.5 ( 73.4 ) — ( 73.4 )

Reclassification adjustment to net income (loss) — — — — — — — 30.9 3.0 33.9 — 33.9

Reclassification adjustment to net income — — — — — — — 27.3 3.4 30.7 — 30.7

Purchase of noncontrolling interest — — — — — — — — — — 1.7 1.7

Sale of noncontrolling interest — — — — — — — — — — ( 0.7 ) ( 0.7 )

Foreign currency translation on noncontrolling interest ( 0.2 ) — — — — — — — — — — —

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Purchase of treasury stock — — — ( 4.5 ) 4.5 — — — — — — —

Net income 0.3 — — — — 142.3 — — — 142.3 0.7 143.0

Net income (loss) 0.9 — — — — ( 60.1 ) — — — ( 60.1 ) 0.3 ( 59.8 )

Cash dividends ( 0.9 ) — — — — ( 25.4 ) — — — ( 25.4 ) ( 0.4 ) ( 25.8 )

Accrued dividends 0.9 — — — — — — — — — — —

Current period other comprehensive loss — — — — — — ( 43.2 ) ( 30.7 ) 0.5 ( 73.4 ) — ( 73.4 )

Current period other comprehensive income — — — — — — 58.0 17.2 1.6 76.8 — 76.8

Reclassification adjustment to net income — — — — — — — ( 0.9 ) 3.5 2.6 — 2.6

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Balance, December 31, 2025

$ 16.1 $ 0.1 $ 0.1 $ ( 14.4 ) $ 354.7 $ 289.1 $ ( 103.5 ) $ 3.9 $ ( 58.0 ) $ 472.0 $ 4.3 $ 476.3

See Notes to Consolidated Financial Statements.

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All intercompany accounts and transactions among the consolidated companies are eliminated in consolidation.

On May 31, 2024, the Company changed its corporate name to Hyster-Yale, Inc.

and the Company’s wholly owned operating subsidiary, Hyster-Yale Group, Inc., changed its corporate name to Hyster-Yale Materials Handling, Inc.

The Company, through its wholly owned operating subsidiary, Hyster-Yale Materials Handling, Inc.

("HYMH"), designs, engineers, manufactures, sells and services a comprehensive line of lift trucks, attachments and aftermarket parts marketed globally primarily under the Hyster ® and Yale ® brand names, mainly to independent, exclusive Hyster ® and Yale ® retail dealerships.

("HYMH"), designs, engineers, manufactures, sells and services a comprehensive line of lift trucks, parts, fleet management services, technology and energy solutions marketed globally primarily under the Hyster ® , Yale ® and Nuvera ® brand names, mainly to independent Hyster ® and Yale ® retail dealerships.

Lift trucks and component parts are manufactured in the United States ("U.S."), Northern Ireland, China, the Netherlands, Mexico, the Philippines, Brazil, Japan, Italy and Vietnam.

The sale of service parts represents approximately 14 % of total revenues as reported in 2024 and 15 % in both 2023 and 2022.

The sale of parts represents approximately 16 %, 14 %, and 15 % of total revenues as reported in 2025, 2024 and 2023, respectively.

The Company owns a 90 % majority interest in Hyster-Yale Maximal Forklift (Zhejiang) Co., Ltd.

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Hyster-Yale Maximal also designs and produces specialized products in the port equipment and rough terrain forklift markets.

The Company operates Bolzoni S.p.A.

Bolzoni is a leading worldwide producer and distributor of attachments, forks and lift tables marketed under the Bolzoni ® , Auramo ® and Meyer ® brand names.

Bolzoni manufactures precision-engineered lift truck attachments, forks, masts and lift tables designed for handling delicate and specialized loads.

These solutions are marketed under the Bolzoni ® , Auramo ® and Meyer ® brand names and the Silver Line product portfolio.

Bolzoni also produces components for lift truck manufacturers.

Bolzoni products are manufactured in the U.S., Italy, China, Germany and Finland.

Through the design, production and distribution of a wide range of attachments, Bolzoni has a strong presence in the market niche of lift-truck attachments and industrial material handling.

The Company operates Nuvera Fuel Cells, LLC ("Nuvera").

Nuvera is an alternative-power technology company focused on the design, manufacture and sale of hydrogen fuel-cell stacks and engines.

Bolzoni products are manufactured in Italy, the U.S., China, Germany, Finland and Brazil.

Through the design, production and distribution of a wide range of attachments, Bolzoni has a strong presence in the lift-truck attachments market and industrial material handling.

During the year ended December 31, 2025, the Company announced a strategic business realignment of Nuvera Fuel Cells, LLC ("Nuvera") designed both to increase near-term profits and to create an integrated energy solutions program in the Americas segment, which is part of the HYMH business.

Nuvera was merged into HYMH in the second quarter of 2025.

As a result, the Company revised its operating segments to reflect changes in the way the chief operating decision maker (“CODM”) manages and evaluates the business.

These changes did not impact the Company's Consolidated Financial Statements, but did impact its reportable segments.

The historical and current results of the former Nuvera segment are now presented within the Americas operating segment.

Refer to Note 4, Business Segments , for additional information on the Company's reportable segments.

Comparative prior period amounts have been recast to reflect the segment change.

Investments in Sumitomo NACCO Forklift Co., Ltd.

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Assets and liabilities of non-U.S.

operations are translated into U.S.

operations are generally translated into U.S.

dollars at the fiscal year-end exchange rate.

The related translation adjustments are recorded as a separate component of equity, except for the Company’s Mexican operations.

dollar is considered the functional currency for the Company’s Mexican operations and, therefore, the effect of translating assets and liabilities from the Mexican peso to the U.S.

dollar is recorded in results of operations.

The related translation adjustments are recorded as a separate component of equity.

Revenues and expenses of all non-U.S.

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Recently Issued Accounting Standards

The following table provides a brief description of recent accounting standard updates ("ASU") adopted for the year ended December 31, 2024:

Adopted Accounting Pronouncements

The following table provides a brief description of the accounting standard update ("ASU") adopted for the year ended December 31, 2025 and the effect, if any, on the Company's financial position, results of operations, cash flows or related disclosures:

Standard Required Date of Adoption Effect on the financial statements or other significant matters

ASU 2023-07, Segment Reporting (Topic 280) December 31, 2024 As a result of adopting ASU 2023-07, Segment Reporting (Topic 280), the Company made modifications to segment disclosures.

The adoption of this standard did not impact segment operating results, but has resulted in changes to the presentation and disclosure of certain segment-related information in the financial statements.

Further details are reflected in Note 4, Business Segments , in the financial statements.

ASU 2020-04 and ASU 2022-06, Reference Rate Reform (Topic 848) From the date of issuance through December 31, 2024 The new requirements within the guidance did not have a material effect on the Company's financial position, results of operations, cash flows and related disclosures.

ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) Annual periods after December 15, 2024 The standard generally expands the disclosures required for income taxes in the Company's annual consolidated financial statements, primarily through enhanced disclosures about significant income tax expense and payments by jurisdiction.

The Company adopted the new standard prospectively.

The adoption of this standard did not have a material impact on the consolidated financial statements.

Refer to Note 6, Income Taxes .

The following table provides a brief description of ASUs not yet adopted:

Standard Description Required Date of Adoption Effect on the financial statements or other significant matters

ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60) The guidance provides a basis of accounting for newly-formed joint venture entities which will recognize and measure assets and liabilities at fair value upon formation.

January 1, 2025 The Company will apply the guidance subsequent to January 1, 2025 prospectively for newly-formed joint ventures.

ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) The guidance provides requirements for new and updated income tax disclosures.

Annual periods after December 15, 2024 The Company will apply the guidance for annual periods subsequent to December 15, 2024 for new income tax disclosures.

ASU 2024-03— Disaggregation of Income Statement Expenses The guidance requires disaggregated disclosure of income statement expenses.

December 15, 2026 The Company is currently evaluating the guidance and the effect on its related disclosures.

ASU 2024-03— Disaggregation of Income Statement Expenses The guidance requires disaggregated disclosures of income statement expenses.

Annual periods after December 15, 2026 The Company is currently evaluating the guidance and the effect on its related disclosures.

ASU 2025-09— Derivatives and Hedging The guidance expands the use of hedge accounting to more closely align with the economics of an entity's risk management activities.

Interim and annual periods after December 15, 2026 The Company is currently evaluating the guidance and the effect on its related disclosures.

ASU 2025-06— Intangibles — Goodwill and other — Internal use software The guidance amends certain aspects of the accounting for and disclosure of software costs.

Interim and annual periods after December 15, 2027 The Company is currently evaluating the guidance and the effect on its related disclosures.

ASU 2025-11— Interim Reporting The guidance provides additional guidance on interim disclosure reporting requirements and creates a disclosure principal that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

Interim periods after December 15, 2027 The Company is currently evaluating the guidance and the effect on its related disclosures.

NOTE 3— Revenue

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For contracts with customers that include multiple performance obligations, judgment is required to determine whether performance obligations specified in these contracts are distinct and should be accounted for as separate revenue transactions for recognition purposes.

For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price.

Standalone selling prices are generally determined based on the prices charged to customers or using

expected cost plus margin.

For such arrangements, revenue is allocated to each performance obligation based on its relative

standalone selling price.

Standalone selling prices are generally determined based on the prices charged to customers or using expected cost plus margin.

Impairment losses recognized on receivables or contract assets were not significant for the years ended December 31, 2025, 2024 and 2023.

6 unchanged sentences

Lift truck business

Americas EMEA JAPIC Bolzoni Nuvera Elims Total

Americas EMEA JAPIC Bolzoni Elims Total

Dealer sales $ 1,201.7 $ 444.0 $ 155.6 $ — $ — $ 1,801.3

Direct customer sales 695.2 5.4 — — — 700.6

Aftermarket sales 727.4 104.1 25.8 — — — 857.3

Service and parts sales 758.3 98.5 26.5 — — 883.3

Other 160.7 22.0 1.4 333.1 ( 133.1 ) 384.1

2 unchanged sentences

Lift truck business

Americas EMEA JAPIC Bolzoni Nuvera Elims Total

Americas EMEA JAPIC Bolzoni Elims Total

Dealer sales $ 1,690.8 $ 572.2 $ 157.3 $ — $ — $ 2,420.3

Direct customer sales 669.6 5.6 — — — 675.2

Aftermarket sales 700.0 110.7 27.9 — — — 838.6

Service and parts sales 727.4 104.1 25.8 — — 857.3

Other 135.6 25.7 0.6 379.1 ( 185.6 ) 355.4

2 unchanged sentences

Lift truck business

Americas EMEA JAPIC Bolzoni Nuvera Elims Total

Americas EMEA JAPIC Bolzoni Elims Total

Dealer sales $ 1,565.6 $ 679.2 $ 172.9 $ — $ — $ 2,417.7

Direct customer sales 541.3 9.4 — — — 550.7

Aftermarket sales 609.8 102.6 29.1 — — — 741.5

Service and parts sales 700.0 110.7 27.9 — — 838.6

Other 93.7 21.2 0.3 375.3 ( 179.2 ) 311.3

3 unchanged sentences

In these transactions, the Company transfers control and recognizes revenue when it delivers the product to the customer according to the terms of the contract.

Aftermarket sales represent parts sales, extended warranty and maintenance services.

For the sale of aftermarket parts, the Company transfers control and recognizes revenue when parts are shipped to the customer.

Service and parts sales represent parts sales, extended warranty and maintenance services.

For the sale of parts, the Company transfers control and recognizes revenue when parts are shipped to the customer.

When customers are given the right to return eligible parts and accessories, the Company estimates the expected returns based on an analysis of historical experience.

4 unchanged sentences

Bolzoni also has revenue for sales of forklift components to HYMH plants .

Nuvera's revenues include development funding from third-party agreements and the sale of fuel cell stacks and engines to third parties and the lift truck business.

In all revenue transactions, the Company receives cash equal to the invoice price and amount of consideration received and the revenue recognized may vary with changes in marketing incentives.

Intercompany revenues between Bolzoni, Nuvera and the lift truck business have been eliminated.

Intercompany revenues between Bolzoni and the lift truck business have been eliminated.

Deferred Revenue:

8 unchanged sentences

NOTE 4— Business Segments

The Company defines reportable and operating segments on the same basis used to evaluate performance internally by the chief operating decision maker (“CODM”), which the Company has determined is the Chief Executive Officer.

The Company defines reportable and operating segments on the same basis used to evaluate performance internally by the CODM, which the Company has determined is the Chief Executive Officer.

The Company uses operating profit (loss) to evaluate segment profitability.

The CODM uses operating profit (loss) to allocate resources predominately in the annual forecasting process.

The CODM uses operating profit (loss) to allocate resources predominately in the annual forecasting process and as the measure of segment profit or loss.

The CODM considers forecast-to-actual variances on a monthly basis when assessing segment performance and making decisions about allocating resources to the segments.

The Company has five segments, which include three in the lift truck business, as well as Bolzoni and Nuvera.

Operating segments within the lift truck business include the Americas, EMEA and JAPIC, collectively the "lift truck business".

Americas includes lift truck operations in the U.S., Canada, Mexico, Brazil, Latin America and the corporate headquarters.

The Company has four segments, which include three in the lift truck business, as well as Bolzoni.

Operating segments within the lift truck business include the Americas, EMEA and JAPIC, collectively the "lift truck business." Americas includes lift truck operations in the U.S., Canada, Mexico, Brazil, Latin America and the corporate headquarters.

EMEA includes operations in Europe, the Middle East and Africa.

JAPIC includes operations in the Asia and Pacific regions, including China, as well as the equity earnings of SN operations.

Certain amounts are allocated to these geographic operating segments and are included in the reportable segment results presented below, including product development costs, corporate headquarter expenses and information technology infrastructure costs.

JAPIC includes operations in the Asia and Pacific regions, including China.

Certain amounts are allocated to these geographic operating segments and are included in the reportable segment results presented below, including product development costs, corporate headquarters' expenses and information technology infrastructure costs.

These allocations among geographic operating segments are determined by senior management and not directly incurred by the geographic operations.

1 unchanged sentence

Therefore, the reported results of each operating segment for the lift truck business cannot be considered stand-alone entities as all segments are inter-related and integrate into a single global lift truck business.

The Company reports the results of both Bolzoni and Nuvera as separate segments.

Intercompany sales between Nuvera, Bolzoni and the lift truck business have been eliminated.

The Company reports the results of Bolzoni as a separate segment.

Intercompany sales between Bolzoni and the lift truck business have been eliminated.

During 2025, the Company announced a strategic business realignment of Nuvera designed both to increase near-term profits and to create an integrated energy solutions program in the Americas, which is part of the HYMH business.

Nuvera was merged into HYMH in the second quarter of 2025.

As a result, the Company revised its operating segments to reflect changes in the way the CODM manages and evaluates the business.

These changes did not impact the Company's Consolidated Financial Statements, but did impact its reportable segments.

The historical and current results of the former Nuvera segment are now presented within the Americas operating segment.

Comparative prior period amounts have been recast to reflect the segment change.

Financial information for each of the reportable segments is presented in the following table.

8 unchanged sentences

Bolzoni 333.1 379.1 375.3

Nuvera 1.4 4.3 3.4

Eliminations ( 133.1 ) ( 185.6 ) ( 179.2 )

6 unchanged sentences

Bolzoni 253.7 293.7 293.1

Nuvera 11.0 12.5 10.6

Eliminations ( 134.8 ) ( 185.6 ) ( 179.4 )

Total $ 3,136.5 $ 3,412.7 $ 3,332.7

Gross profit (loss)

Americas $ 485.0 $ 685.4 $ 556.7

3 unchanged sentences

Bolzoni 79.4 85.4 82.2

Nuvera ( 9.6 ) ( 8.2 ) ( 7.2 )

Eliminations 1.7 — 0.2

6 unchanged sentences

Bolzoni 75.9 72.0 66.9

Nuvera 30.9 28.2 27.1

Total $ 616.5 $ 628.1 $ 576.9

1 unchanged sentence

Americas $ 28.8 $ 7.3 $ —

EMEA 4.5 2.4 —

JAPIC 1.9 8.6 —

1 unchanged sentence

Bolzoni 3.2 4.3 —

Nuvera 0.5 — —

Total $ 38.4 $ 22.6 $ —

6 unchanged sentences

Bolzoni 0.3 9.1 15.3

Nuvera ( 41.0 ) ( 36.4 ) ( 34.3 )

Eliminations 1.7 — 0.2

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Bolzoni 325.3 290.8 303.8

Nuvera 40.7 25.4 18.9

Eliminations ( 188.7 ) ( 203.3 ) ( 214.6 )

6 unchanged sentences

Bolzoni 12.4 11.7 11.7

Nuvera 1.4 0.7 0.7

Total $ 45.8 $ 47.6 $ 45.1

5 unchanged sentences

Bolzoni ( 8.2 ) ( 6.9 ) ( 5.1 )

Nuvera 3.4 3.5 3.0

Total $ ( 62.5 ) $ ( 47.8 ) $ ( 35.4 )

(a) Consists of charges incurred during 2024 related to programs designed to optimize the Company's footprint, reduce costs and improve operational efficiency and the impairment of certain long-lived assets.

(a) Consists of restructuring and impairment charges recognized during the years ended December 31, 2025 and 2024 related to programs initiated in 2025 and 2024 as part of the Company's global workforce reduction, strategic realignment of Nuvera and manufacturing footprint optimization.

See Note 19, Restructuring and Impairment Charges , of the Company's Consolidated Financial Statements for further discussion.

Data by Geographic Region

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The total number of authorized shares of Class A common stock and Class B common stock at December 31, 2025 was 125 million shares and 35 million shares, respectively.

At December 31, 2024, 204,435 treasury shares of Class A common stock were outstanding.

No treasury shares of either class were outstanding at 2023.

At December 31, 2025 and 2024, 245,063 and 204,435 treasury shares of Class A common stock were outstanding, respectively.

Stock Compensation:

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Pursuant to this plan, the Company issued 49,426 , 26,790 and 34,239 shares related to the years ended December 31, 2025, 2024 and 2023, respectively.

In addition to the mandatory retainer fee received in restricted stock, directors may elect to receive shares of Class A common

stock in lieu of cash for up to 100% of the balance of their annual retainer, meeting attendance fees, committee retainer and any committee chairman's fees.

In addition to the mandatory retainer fee received in restricted stock, directors may elect to receive shares of Class A common stock in lieu of cash for up to 100% of the balance of their annual retainer, meeting attendance fees, committee retainer and any committee chairman's fees.

These voluntary shares are not subject to any restrictions.

Total shares issued under voluntary elections were 2,559 , 779 and 726 in 2025, 2024 and 2023, respectively.

After the issuance of these shares, there were 137,469 shares of Class A common stock available for issuance under this directors' plan.

After the issuance of these shares, there were 85,481

shares of Class A common stock available for issuance under this directors' plan.

Compensation expense related to these awards was $ 1.9 million ($ 1.7 million net of tax), $ 1.7 million ($ 1.5 million net of tax) and $ 1.8 million ($ 1.5 million net of tax) for the years ended December 31, 2025, 2024 and 2023, respectively.

9 unchanged sentences

Basic Earnings (Loss) per share $ ( 3.40 ) $ 8.16 $ 7.35

$ 8.16 $ 7.35 $ ( 4.38 )

Diluted Earnings (Loss) per share $ ( 3.40 ) $ 8.04 $ 7.24

$ 8.04 $ 7.24 $ ( 4.38 )

Cash dividends per share $ 1.4300 $ 1.3750 $ 1.2975

The table above excludes 0.223 million of anti-dilutive restricted stock awards related to the year ended December 31, 2022.

Restricted stock awards for 2025 are expected to be issued in 2026.

NOTE 6— Income Taxes

The components of income (loss) before income taxes and provision for income taxes for the years ended December 31 are as follows:

The components of income (loss) before income taxes and provision (benefit) for income taxes for the years ended December 31 are as follows:

2025 2024 2023

15 unchanged sentences

Total $ 15.1 $ 74.8 $ 52.9

The Company made income tax payments of $ 88.3 million, $ 53.2 million and $ 13.1 million during 2024, 2023 and 2022, respectively.

The Company received income tax refunds of $ 2.7 million, $ 0.3 million and $ 2.3 million during 2024, 2023 and 2022, respectively.

A reconciliation of the U.S.

Upon adoption of ASU 2023-09, Improvements to Income Tax disclosures, as described in Note 2, Significant Accounting Policies , the company’s income tax payments, net of refunds received, during the year ended December 31, 2025 were as follows:

Federal $ 15.8

Netherlands 7.9

Other countries 4.0

The Company made income tax payments, net of refunds, of $ 85.6 million and $ 52.9 million during 2024 and 2023, respectively.

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2, Summary of Significant Accounting Policies , a reconciliation of the U.S.

federal statutory rate to the reported income tax rate for the year ended December 31, 2025, is as follows:

2024 2023 2022

Amount Percent

Federal Statutory Rate Taxes $ ( 9.0 ) 21.0 %

State & Local Income Taxes, Net of Federal Income Tax Effect (a) 0.7 ( 1.6 ) %

Foreign Tax Effects

Valuation allowance 3.0 ( 7.0 ) %

Other ( 0.2 ) 0.5 %

Valuation allowance 1.3 ( 3.0 ) %

Other 1.1 ( 2.6 ) %

United Kingdom

Tax Rate Differential ( 1.4 ) 3.3 %

Valuation Allowance 9.4 ( 21.9 ) %

Other ( 0.1 ) 0.2 %

Other Foreign Jurisdictions 1.8 ( 4.2 ) %

Effect of Cross Border Tax Laws 0.3 ( 0.7 ) %

Research and Development Tax Credit ( 3.4 ) 7.9 %

Other 0.1 ( 0.2 ) %

Changes in Valuation Allowance 11.1 ( 25.9 ) %

Nontaxable or Nondeductible Items

Nondeductible Compensation 1.8 ( 4.2 ) %

Equity Earnings ( 1.6 ) 3.7 %

Other 0.2 ( 0.5 ) %

Changes in Unrecognized Tax Benefits 0.2 ( 0.5 ) %

Other Adjustments ( 0.2 ) 0.5 %

Effective Tax Rate (b) $ 15.1 ( 35.2 ) %

(a) State taxes in Texas and Pennsylvania made up the majority (greater than 50%) of the tax effect in this category.

(b) In applying the income tax rate reconciliation disclosure requirements, management evaluated reconciling items using both quantitative and qualitative materiality considerations.

Certain reconciling items that exceeded quantitative thresholds have been aggregated where separate presentation would not enhance an understanding of the Company’s income tax provision or effective tax rate.

A reconciliation of the U.S.

federal statutory rate to the reported income tax rate for the year ended December 31, 2024 and 2023, in accordance with the guidance prior to the adoption of ASU 2023-09 is as follows:

Income (loss) before income taxes $ 219.0 $ 181.0

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The Company has elected to account for the global intangible low-taxed income ("GILTI") tax in the period in which it is incurred, and therefore has not provided any deferred tax amounts for GILTI.

Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (the "Tax Reform Act") eliminated the option to deduct research and development expenditures immediately in the year incurred and requires U.S.

taxpayers to amortize such expenditures over five to fifteen years depending upon whether the activities are performed in the U.S.

or outside of the U.S.

This change has had and will continue to have a material impact on the Company's future cash payments for income taxes.

If this legislation is not modified or repealed, the impact will continue to unfavorably impact cash taxes but decreasingly over time.

On July 4, 2025, the President of the United States signed the One Big Beautiful Bill Act (the “OBBBA”) into law.

The OBBBA includes provisions effective in 2025 that restore immediate expensing for domestic research and development costs, allow 100% bonus depreciation for qualifying property, and modify the limitation on the deductibility of business interest expense.

The Company reflected the effects of these changes in its income tax provision for the year ended December 31, 2025.

The requirement to capitalize and amortize foreign research and development expenditures over fifteen years was not modified by the OBBBA.

This continued requirement has had and will continue to have a material impact on the Company's future cash payments for income taxes but decreasingly over time.

A detailed summary of the total deferred tax assets and liabilities in the Consolidated Balance Sheets resulting from differences in the book and tax basis of assets and liabilities is as follows:

22 unchanged sentences

net operating loss $ 34.7 $ 29.3 2026-Indefinite

net operating loss 10.3 10.3 Indefinite

capital losses 8.0 8.0 Indefinite

State net operating losses and credits 5.3 5.1 2026-Indefinite

Research and development credit 0.3 0.3 Indefinite

Disallowed interest and other 1.8 1.8 2030-Indefinite

Unrecognized tax benefits ( 1.3 ) —

17 unchanged sentences

net operating losses do not expire under local law, while Chinese losses expire after five years.

During 2024, the Company concluded that a portion of its Brazilian deferred tax assets met the more likely than not threshold required for realization based upon the anticipated timing of deferred temporary differences, the continuing trend of earnings, and the projection of future taxable income over the forecasted period.

Accordingly, the Company recognized a tax benefit of $ 4.3 million for the partial release of the Brazilian valuation allowance during 2024.

During 2024, the Company assessed the realizability of its deferred tax assets in Brazil and concluded that a portion met the more likely than not threshold for realization.

This conclusion was based on the anticipated reversal of deferred temporary differences, historical and forecasted operating results, and projections of future taxable income over the Company’s forecast period.

As result, the Company recognized a tax benefit of $ 4.3 million in 2024 related to a partial release of the valuation allowance previously recorded against Brazilian deferred tax assets.

In 2025, the Company’s Brazilian operations generated an operating loss resulting in the creation of additional deferred tax assets.

Based on updated projections of future taxable income and the expected utilization of net operating losses, the Company determined that these incremental deferred tax assets did not meet the more likely than not realization threshold.

Accordingly, the Company recorded an additional valuation allowance of $ 3.0 million in 2025, which primarily relates to the current‑year operating loss and net operating losses not expected to be realized within the forecast period.

Starting in 2021, the Company determined that the evidence available no longer supported a more likely than not standard for realization of its U.S.

and U.K deferred tax assets due to cumulative pretax losses, lack of available tax planning strategies and declining forecasts due to supply and logistics constraints.

During 2024 and 2023, the Company reviewed the historical earnings and trends, forecasted earnings and the relevant expiration of carryforwards for both jurisdictions and concluded the valuation allowances provided remain appropriate.

While both the U.S.

and U.K operations generated positive earnings during 2024, the Company incurred operating losses in both jurisdictions during 2025.

After considering historical earnings and

trends, recent operating performance, forecasted earnings, and the relevant expiration of carryforwards for both jurisdictions, the Company concluded the valuation allowances provided remain appropriate.

Although the Company expects earnings over the longer term for its U.S.

4 unchanged sentences

The change in the total valuation allowance in 2025 and 2024 included a net increase in tax expense of $ 24.6 million and $ 19.9 million, respectively, and a net decrease of $ 3.0 million and $ 2.2 million in 2025 and 2024, respectively, recorded directly in equity.

As of December 31, 2024, the Company had gross net operating loss carryforwards in U.S.

As of December 31, 2025, the Company had gross net operating loss carryforwards in the U.S.

of $48.9 million, U.S.

state jurisdictions of $ 32.3 million and non-U.S.

4 unchanged sentences

Balance at January 1 $ 3.1 $ 3.8 $ 5.4

Additions (reductions) for business acquisitions 0.8 — —

Additions based on tax positions related to the current year 0.4 0.3 0.4

4 unchanged sentences

The Company records interest and penalties on uncertain tax positions as a component of the income tax provision.

The Company recorded a net decrease of $ 0.5 million, $ 1.4 million and $ 2.2 million during 2024, 2023 and 2022, respectively, in interest and penalties.

As a result of foreign currency translation into U.S.

dollars, the total amount of interest and penalties decreased by $ 0.3 million during 2022.

The Company recorded a net increase of $ 0.1 million during 2025 and net decrease of $ 0.5 million and $ 1.4 million during 2024 and 2023, respectively, in interest and penalties.

In addition, during 2025, the balance of accrued interest and penalty was increased for uncertain tax positions related to a business acquisition by $1.0 million.

There was no foreign currency translation impact in 2025, 2024 or 2023.

The total amount of interest and penalties accrued was $ 1.5 million, $ 0.4 million and $ 0.9 million as of December 31, 2025, 2024 and 2023, respectively.

The Company expects the amount of unrecognized tax benefits will change within the next twelve months;

however, the change is not expected to have a significant effect on the Company's financial position or results of operations.

It is reasonably possible the Company will record unrecognized tax benefits, including interest and penalties, within the next twelve months up to $ 0.3 million resulting from the possible expiration of certain statutes of limitation and settlement of audits.

If recognized, the previously unrecognized tax benefits will be recorded as discrete tax benefits in the interim period in which the items are effectively settled.

The unrecognized tax benefits as well as associated penalties and interest resulting from the business acquisition are subject to an indemnification agreement.

As such, any related amount paid pursuant to an income tax examination of the acquired entity is expected to be recovered via collection of the indemnification asset, resulting in recognition within the Consolidated Statements of Operations.

The amounts recorded for unrecognized tax benefits are provisional and represent the Company’s preliminary assessment of uncertain tax positions of the acquired entity based on information available as of the acquisition date.

The Company continues to evaluate acquisition-date facts and circumstances, and the related assessment is expected to be completed during the second quarter of 2026.

Any measurement-period adjustments identified may impact the final purchase price allocation.

The tax returns of the Company and its non-U.S.

62 unchanged sentences

The Company held forward foreign currency exchange contracts with total notional amounts of $ 0.8 billion at December 31, 2024, primarily denominated in euros, Japanese yen, U.S.

dollars, Chinese renminbi, British pounds, Mexican pesos, Swedish kroner and Australian dollars.

The fair value of these contracts approximated a net liability of $ 18.5 million and $ 12.2 million at December 31, 2024 and 2023, respectively.

dollars, Chinese renminbi, Mexican pesos, British pounds, Swedish kroner and Australian dollars.

The fair value of these contracts approximated a net asset of $ 1.8 million and a net liability $ 18.5 million at December 31, 2025 and 2024, respectively.

For the years ended December 31, 2025 and 2024, there was no material ineffectiveness of forward foreign currency exchange contracts that qualify for hedge accounting.

1 unchanged sentence

The mark-to-market effect of forward foreign currency exchange contracts that are considered effective as hedges has been included in OCI.

Based on market valuations at December 31, 2024, $ 15.6 million of the amount of net deferred loss included in OCI at December 31, 2024 is expected to be reclassified as expense into the Consolidated Statements of Operations over the next twelve months, as the transactions occur.

Based on market valuations at December 31, 2025, $ 3.2 million of the amount of net deferred gain included in OCI at December 31, 2025 is expected to be reclassified as expense into the Consolidated Statements of Operations over the next twelve months, as the transactions occur.

Interest Rate Derivatives:

4 unchanged sentences

$ 180.0 $ 180.0 1.65 % 1.65 % Extending to May 2027

12.0 7.5 1.93 % 0.51 % Extending to May 2027

20.7 12.0 2.20 % 1.93 % Extending to July 2030

The fair value of all interest rate swap agreements was a net asset of $ 3.8 million and $ 9.9 million at December 31, 2025 and 2024, respectively.

The mark-to-market effect of interest rate swap agreements that are considered effective as hedges has been included in OCI.

Based on market valuations at December 31, 2024, $ 4.9 million of the net deferred gain included in OCI is expected to be reclassified as income in the Consolidated Statement of Operations over the next twelve months, as cash flow payments are made in accordance with the interest rate swap agreements.

Based on market valuations at December 31, 2025, $ 3.7 million of the net deferred gain included in OCI is expected to be reclassified as income in the Consolidated Statements of Operations over the next twelve months, as cash flow payments are made in accordance with the interest rate swap agreements.

The following table summarizes the fair value of derivative instruments at December 31 as recorded in the Consolidated Balance Sheets:

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Plans column in the components of accumulated comprehensive income (loss) table below.

During the year ended December 31, 2022, the Company recognized a settlement loss of $ 1.8 million, resulting from lump-sum distributions exceeding the total projected interest cost for the plan year for its U.S.

pension plan.

The assumptions used in accounting for the defined benefit plans were as follows for the years ended December 31:

27 unchanged sentences

Amortization of prior service cost 0.1 0.1 0.1

Net periodic pension benefit $ ( 0.3 ) $ ( 1.2 ) $ ( 1.2 )

Net periodic pension benefit (expense) $ 2.2 $ ( 0.3 ) $ ( 1.2 )

Set forth below is a detail of other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the year ended December 31:

2025 2024 2023

Current year actuarial (gain) loss $ ( 1.3 ) $ ( 1.2 ) $ 4.5

Current year actuarial (gain) $ ( 1.7 ) $ ( 1.3 ) $ ( 1.2 )

Amortization of actuarial loss ( 1.8 ) ( 2.0 ) ( 2.1 )

1 unchanged sentence

Total recognized in other comprehensive income (loss) $ ( 3.5 ) $ ( 3.3 ) $ ( 3.3 )

Current year actuarial loss (gain) $ 0.6 $ ( 0.2 ) $ 1.0

Current year actuarial (gain) loss $ 0.1 $ 0.6 $ ( 0.2 )

Amortization of actuarial loss ( 1.6 ) ( 1.4 ) ( 0.7 )

59 unchanged sentences

Allocation Target Allocation

Fixed income securities 98.9 % 69.6 % 100 %

equity securities — % 20.4 % — %

equity securities — % 8.9 % — %

Fixed income securities 69.6 % 59.6 % 70 %

Money market 1.1 % 1.1 % — %

3 unchanged sentences

Allocation Target Allocation

equity securities — % 1.7 % — %

equity securities — % 18.3 % — %

Insurance contracts 93.5 % —% 98.0 %

Fixed income securities 2.0 % 89.4 % 2 %

9 unchanged sentences

2025 2024 2025 2024

equity securities $ 9.1 $ 13.3 $ — $ 8.8

Insurance contracts $ — $ — $ 111.6 $ —

Fixed income securities 42.6 31.3 13.4 113.9

equity securities — 9.1 — —

1 unchanged sentence

equity securities — 4.0 — —

Fixed income securities 31.3 28.5 113.9 113.2

Money market 0.4 0.5 5.3 12.3

14 unchanged sentences

Upon a subsequent sale or disposal of the impaired inventory, the corresponding reserve for impaired value is relieved to ensure that the cost basis of the inventory reflects any write-downs.

During the year ended December 31, 2024, as a result of severance and impairment charges directly related to restructuring activities, the Company reduced its inventory by $ 2.4 million to its estimated net realizable value in JAPIC, which is recorded in “Restructuring and impairment charges” in the Consolidated Statements of Operations.

During the years ended December 31, 2025 and 2024, as a result of severance and impairment charges directly related to restructuring activities for the Nuvera business realignment and for programs initiated in 2024, the Company reduced its inventory by $ 4.6 million and $ 2.4 million to its estimated net realizable value in the Americas and JAPIC, respectively.

These charges are recorded in “Restructuring and impairment charges” in the Consolidated Statements of Operations.

Refer to Note 19, Restructuring and Impairment Charges , for further discussion of the factors related to these adjustments.

17 unchanged sentences

Fair value is estimated as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Primarily related to programs initiated in 2024 to streamline the Company's manufacturing footprint and optimize its operations, the Company identified indicators of impairment for long-lived assets where the estimated future undiscounted cash flows generated by the asset group were less than carrying value.

In connection with the strategic realignment of Nuvera, the Company identified indicators of impairment primarily related to the recoverability of long-lived assets, all of which negatively impacted the Company and arose from adverse developments in the geopolitical and hydrogen markets.

As a result, it was determined that the carrying value of the Nuvera fixed assets exceeded the undiscounted cash flows from the assets and the carrying value of Nuvera's fixed assets exceeded the fair value.

Accordingly, the Company recognized charges during the year ended December 31, 2025 of $ 9.6 million related to the impairment of certain long-lived assets.

Additionally, in relation to programs initiated in 2024 to streamline the Company's manufacturing footprint and optimize its operations, the Company identified indicators of impairment for long-lived assets where the estimated future undiscounted cash flows generated by the asset group were less than carrying value.

As a result, for the year ended December 31, 2024, the Company recorded $ 6.8 million of fixed asset impairments ($ 0.6 million in the Americas, $ 4.6 million in JAPIC and $ 1.6 million in Bolzoni) representing the amount of the assets groups carrying value in excess of its fair value.

2 unchanged sentences

Refer to Note 19, Restructuring and Impairment Charges , for further discussion of the factors related to these adjustments.

There were no such impairments recorded in the year ended December 31, 2023.

Property, plant and equipment, net includes the following:

17 unchanged sentences

The fair value of each reporting unit was in excess of its carrying value and thus, no impairment exists.

During the year ended December 31, 2024, Bolzoni acquired 60% of the equity interest of a machining business in Italy.

Bolzoni maintains an option to purchase the remaining 40% of the equity interest of the machining business for a period of five years, subject to certain terms and conditions.

In 2025, Bolzoni acquired 100% of the equity interest of a manufacturing business in Italy for an aggregate purchase price of $ 2.6 million, net of cash acquired.

In addition, the agreement may require additional consideration to be paid by Bolzoni based upon the acquired business achieving certain revenue and profitability metrics in future years.

The Company has not yet finalized its analysis of the fair value of the acquired business, thus the allocation of the purchase price is preliminary and may change in future periods as fair value estimates of the assets acquired and liabilities assumed are refined during the measurement period.

The Company will complete the purchase price allocation within one year after the date of acquisition.

The table below includes the initial allocation of goodwill which is expected to be finalized in the first quarter of 2026.

During 2024, Bolzoni acquired 60% of the equity interest of a machining business in Italy.

Bolzoni maintains an option to purchase the remaining 40% of the equity interest of the machining business for a period of five years, subject to certain terms and conditions.

The table below included the initial allocation of goodwill in 2024 and the completion of purchase accounting in 2025 as all goodwill was allocated to other identifiable assets.

The following table summarizes goodwill by segment as of December 31, 2025 and 2024:

3 unchanged sentences

$ 1.7 $ 1.0 $ 50.6 $ 53.3

Acquisition — — 4.6 4.6

Foreign currency translation — — ( 3.3 ) ( 3.3 )

1 unchanged sentence

$ 1.7 $ 1.0 $ 51.9 $ 54.6

Acquisition $ — $ — $ 4.6 $ 4.6

Additions — — 0.4 0.4

Allocation of purchase price — — ( 4.6 ) ( 4.6 )

Foreign currency translation — 0.1 5.2 5.3

7 unchanged sentences

The following table summarizes intangible assets, other than goodwill, recorded in the consolidated balance sheets:

December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Balance

December 31, 2025

Gross Carrying Amount Accumulated Amortization Net Balance

Intangible assets not subject to amortization

5 unchanged sentences

Total $ 82.4 $ ( 50.1 ) $ 32.3

December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Balance

December 31, 2024

Gross Carrying Amount Accumulated Amortization Net Balance

Intangible assets not subject to amortization

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Interest paid on total debt was $ 30.4 million, $ 34.5 million and $ 36.4 million during 2025, 2024 and 2023, respectively.

The Company has a $ 300.0 million secured, floating-rate revolving credit facility (the "Facility") that expires in June 2026 and a $ 225.0 million term loan (the "Term Loan"), which matures in May 2028.

In 2023, the Company entered into an amendment of the Facility.

As a result of the amendment, among other items, (i) a tranche of revolving loans with aggregate commitments of $ 25.0 million (the "FILO Commitments") was established under the Facility and (ii) the benchmark interest rate for U.S.

dollar-denominated borrowings under the Facility changed from LIBOR to Term SOFR, each as defined in the Facility.

The FILO Commitments terminated on May 1, 2024.

The Facility consists of a domestic revolving credit facility in the amount of $ 210.0 million and a foreign revolving credit facility in the amount of $ 90.0 million.

In 2025, the Company entered into an amended and restated agreement for a $ 300.0 million secured, floating-rate revolving credit facility (the “Facility”).

The Facility consists of a domestic revolving credit facility in the initial amount of $ 210.0 million and a foreign revolving credit facility in the initial amount of $ 90.0 million.

The Facility matures on June 24, 2030.

The Facility replaced the Company’s previous revolving credit facility, which was set to mature on June 24, 2026.

The Facility can be increased up to $400.0 million over the term of the Facility in minimum increments of $10.0 million, subject to approval by the lenders.

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base rate loans 1.25 % to 1.75 %

SOFR adjustment, as defined in agreement 0.10 %

Applicable margins, for amounts outstanding

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Facility fee, per annum on unused commitment 0.25 %

The Company has a $ 225.0 million term loan (the "Term Loan"), which matures in May 2028.

The Term Loan was amended in the second quarter of 2023 for the purpose of changing the benchmark interest rate for borrowings under the Term Loan from LIBOR to Term SOFR, each as defined in the Term Loan.

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working capital assets of the borrowers and guarantors of the Term Loan, which includes, but is not limited to cash and cash equivalents, accounts receivable and inventory.

The approximate book value of assets held as collateral under the Term Loan was $ 870 million as of December 31, 2024.

The approximate book value of assets held as collateral under the Term Loan was $ 0.8 billion as of December 31, 2025.

In addition, the Term Loan includes restrictive covenants, which, among other things, limit additional borrowings and investments of the Company subject to certain thresholds, as provided in the Term Loan.

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Applicable interest rate, for amounts outstanding 7.33 %

The Company incurred fees of $ 0.8 million in 2023.

These fees related to amending the Facility and the Term Loan.

These fees were deferred and are being amortized as interest expense over the term of the applicable debt agreements.

No fees were incurred in 2024 and 2022.

Fees related to the Term Loan are presented as a direct deduction of the corresponding debt.

The Company had other debt outstanding, excluding finance leases, of approximately $ 150.2 million at December 31, 2024.

The Company had other debt outstanding excluding finance leases, of approximately $ 150.7 million and $ 6.3 million of revolving credit facilities at December 31, 2025.

In addition to the excess availability under the Facility of $ 192.1 million, the Company had remaining availability of $ 54.3 million related to other non-U.S.

66 unchanged sentences

NOTE 15— Product Warranties

The Company provides a standard warranty on its lift trucks, generally for six to twelve months or 1,000 to 2,000 hours .

The Company provides a standard warranty on its lift trucks, generally for twelve months or 1,000 to 2,000 operating hours .

For certain series of lift trucks, the Company provides a standard warranty of one to two years or 2,000 or 4,000 hours .

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Total income recorded by the Company related to these services was $ 6.5 million in 2025, $ 6.1 million in 2024 and $ 5.8 million in 2023.

The Company has a 50 % ownership interest in SN, a limited liability company that was formed primarily to manufacture and distribute Sumitomo-branded lift trucks in Japan and export Hyster ® - and Yale ® - branded lift trucks and related components and service parts outside of Japan.

The Company has a 50 % ownership interest in Sumitomo NACCO Forklift Co., Ltd.

("SN"), a limited liability company that was formed in 1970 primarily to manufacture and distribute Sumitomo-branded lift trucks in Japan and Southeast Asia, and to manufacture Hyster and Yale branded lift trucks, related components and service parts for distribution by the Company outside of Japan.

The Company purchases products from SN under agreed-upon terms.

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Amounts payable to SN at December 31, 2025 and 2024 were $ 5.1 million and $ 7.7 million, respectively.

The Company did not recognize any income from SN for use of technology developed by the Company during the year ended December 31, 2024.

The Company recognized income of $ 0.4 million and $ 0.3 million from SN for use of technology developed by the Company which is included in “Revenues” in the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022, respectively.

The Company recognized income of $ 0.4 million from SN for use of technology developed by the Company which is included in “Revenues” in the Consolidated Statements of Operations for the year ended December 31, 2023.

The Company did not recognize any income from SN for use of technology developed by the Company during the years ended December 31, 2025 and 2024.

Summarized unaudited financial information for equity investments is as follows:

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HYGFS $ 8.0 $ 4.4 $ 10.5

$ 4.4 $ 10.5 $ 15.6

The Company has a debt investment in a third party, OneH2, Inc.

The Company has an investment in a third party, OneH2, Inc.

The Company's investment was $ 0.8 million as of both December 31, 2025 and December 31, 2024, respectively.

During the fourth quarter of 2023, the Company sold its equity investment in a third party for $1.1 million which is included in "Proceeds from the sale of investments" in the Consolidated Statements of Cash Flows for the year ended December 31, 2023.

Any gain or loss on the investment prior to the sale is included in "Other, net" in the "Other (income) expense" section of the Consolidated Statements of Operations for the years ended December 31 as follows:

2024 2023 2022

Gain (loss) on equity investment $ — $ 0.5 $ ( 1.0 )

NOTE 19—Restructuring and Impairment Charges

During 2024, the Company recognized restructuring and impairment charges of $ 22.6 million ($ 6.8 million in the Americas, $ 2.4 million in EMEA, $ 8.6 million in JAPIC, $ 4.3 million in Bolzoni and $ 0.5 million in Nuvera), primarily related to programs to streamline the Company's manufacturing footprint and optimize its operations by reducing costs and improving operational efficiency.

The charges primarily consist of employee-severance costs and the impairment of certain long-lived assets.

Below is a reconciliation of the Company's restructuring and impairment charges recognized in 2025 and 2024.

These costs are included in "Restructuring and impairment charges" in the Consolidated Statements of Operations.

The Company expects to execute these programs over the next 12 to 36 months.

As of December 31, 2024, the Company estimates incurring additional restructuring charges of approximately $ 8 million to $ 16 million is each of 2025 and 2026 related to these plans.

Following is the detail of the cash charges related to this program:

Balance, January 1, 2024

Refer to Note 10, Inventories and Note 11, Property, Plant and Equipment, net , for further discussion of the factors related to the impairments of inventory and long-lived assets.

December 31, 2025

2025 Program (1)

Type of charge 2025 Charges (reversals) Reported Segment

Severance $ 11.2 Americas

Severance 6.1 EMEA

Severance 1.0 JAPIC

Severance 3.2 Bolzoni

Nuvera Strategic Realignment (2)

Type of charge 2025 Charges (reversals) Reported Segment

Severance $ 1.0 Americas

Long-lived asset impairment 9.6 Americas

Inventory impairment 4.6 Americas

2024 Program (3)

Type of charge 2025 Charges (reversals) Reported Segment

Severance $ 2.4 Americas

Severance ( 1.6 ) EMEA

Severance 0.9 JAPIC

Total 2025 Charges $ 38.4

(1) As a result of current economic and industry dynamics, the Company initiated a reduction in the Company's global workforce in the fourth quarter of 2025.

The Company does not expect to incur significant additional charges related to this initiative.

(2) In connection with the strategic realignment of Nuvera in 2025.

The Company does not expect to incur significant additional charges related to this initiative.

(3) Programs initiated to optimize the Company's manufacturing footprint.

The Company expects to execute these programs over 2026 and 2027.

As of December 31, 2025, these initiatives are expected to incur an additional $10 million to $12 million and $3 million to $6 million in costs in 2026 and 2027, respectively.

December 31, 2024

2024 Program (1)

Type of charge 2024 Charges Reported Segment

Severance $ 5.9 Americas

Severance 2.4 EMEA

Severance 1.6 JAPIC

Severance 2.7 Bolzoni

Long-lived asset impairment 0.6 Americas

Long-lived asset impairment 4.6 JAPIC

Long-lived asset impairment 1.6 Bolzoni

Long-lived asset impairment 2.4 JAPIC

Other 0.8 Americas

Total 2024 Charges $ 22.6

(1) Programs initiated to streamline the Company's manufacturing footprint and optimize its operations.

Following is the detail of the cash charges related to severance:

Beginning of period accrual $ 12.2 $ —

Charges 25.8 12.6

Payments ( 8.9 ) ( 0.4 )

Balance, December 31, 2024

Reversals ( 1.6 ) —

Currency 0.1 —

Ending of period accrual $ 27.6 $ 12.2

NOTE 20— Maximal Equity Transfer Agreement

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As of the closing date of the ETA, the Company recorded the estimated fair value of the purchase option of $13.4 million as redeemable noncontrolling interest.

NOTE 21—Subsequent Events

In February 2026, the U.S.

Supreme Court ("the Court") issued a ruling holding that tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") are not legally authorized.

The Court only ruled on IEEPA tariffs and did not invalidate any other tariffs, nor did the Court address whether or how the U.S.

government might issue refunds of IEEPA tariffs.

government is ultimately required to issue refunds, the process likely will take many months or years.

Although the ruling has been issued, its implications for trade policy and related administrative actions remain uncertain.

The Company is reviewing the decision and will evaluate its potential impact, including the U.S.

and foreign administrations' tariff responses, as further information becomes available.

As of December 31, 2025, the Company has not recorded any impact for potential recovery of tariff-related costs as refunds are uncertain.

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 9A. Controls and Procedures