hy-20260318

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant						þ
Filed by a Party other than the Registrant						o


Check the appropriate box:
o						Preliminary Proxy Statement
o						Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material Under § 240.14a-12

HYSTER-YALE, INC.

(Name of Registrant as Specified in Its Charter)


Payment of Filing Fee (Check all boxes that apply):
þ						No fee required.
o						Fee paid previously with preliminary materials.
o						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING						8

PROXY STATEMENT						1

PART ONE - CORPORATE GOVERNANCE INFORMATION						2
Composition of the Board						2
Directors' Meetings and Committees						2
Board Leadership Structure						5
Board Oversight of Risk Management						6
Governance						6
Code of Corporate Conduct						7
Insider Trading Policy						7
Hedging and Speculative Trading Policies and Limited Trading Windows						7
Review and Approval of Related-Party Transactions						7
Communication with Directors						8
Report of the Audit Review Committee						8

PART TWO - PROPOSALS TO BE VOTED ON AT THE 20 26 ANNUAL MEETING						8
Election of Directors (Proposal 1)						8
Director Nominee Information						8
Director Compensation						12
Delinquent Section 16(a) Reports						13
Advisory Vote to Approve the Company's Named Executive Officer Compensation (Proposal 2)						13
Appro val of the Am endment and Restatement of the Compan y 's Non-Empl oy ee Director s' Equity Pl an (P r oposal 3)						13
Confirmation of Appointment of Ernst & Young LLP, as the Independent Registered Public Accounting Firm of the Company, for the Current Fiscal Year (Proposal 4 )						18

PART THREE - EXECUTIVE COMPENSATION INFORMATION						19
Summary of Our Named Executive Officer Compensation Program						19
Compensation Discussion and Analysis						20
Compensation Committee Report						32
Summary Compensation Table						32
Grants of Plan-Based Awards						33
Equity Compensation						34
Defined Benefit Pension Plans						34
Nonqualified Deferred Compensation Benefits						35
Potential Payments upon Termination/Change in Control						35
CEO Pay Ratio						36
Pay Versus Performance						37

BENEFICIAL OWNERSHIP OF CLASS A COMMON AND CLASS B COMMON						40
Class A Common Stock						41
Class B Common Stock						43

PROCEDURES FOR SUBMISSION AND CONSIDERATION OF DIRECTOR CANDIDATES						46

SUBMISSION OF STOCKHOLDER PROPOSALS						47

SOLICITATION OF PROXIES						48

OTHER MATTERS						48

APPENDIX A (HY STER -YA LE , INC ., NO N -EMPLOY E E D IRECTOR'S E QUITY C OMPENSATION PLAN )						49

FORM OF PROXY CARD						52

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5875 LANDERBROOK DRIVE, SUITE 300

CLEVELAND, OHIO 44124-4069

NOTICE OF ANNUAL MEETING

The Annual Meeting of stockholders of Hyster-Yale, Inc. (the "Company") will be held on Tuesday, May 12, 2026 at 9:00 a.m., at 5875 Landerbrook Drive, Cleveland, Ohio 44124-4069, for the following purposes:

1.To elect fifteen directors for the ensuing year;

2.To approve on an advisory basis the Company's Named Executive Officer compensation;

3.To approve the amendment and restatement of the Company's Non-Employee Directors' Equity Compensation Plan;

4. To confirm the appointment of Ernst & Young LLP, as the independent registered public accounting firm of the Company, for the current fiscal year; and

5. To conduct any other business as may properly come before the meeting.

The Board of Directors has fixed the close of business on March 16, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. The 2026 Proxy Statement and related form of proxy are being mailed to stockholders commencing on or about March 24, 2026.


Suzanne Schulze Taylor
Secretary

March 24, 2026

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on May 12, 2026

The 2026 Proxy Statement and 2025 Annual Report are available, free of charge, at

https://www.hyster-yale.com by clicking on the "2026 Annual Meeting Materials" link and then clicking on either the "2026 Proxy Statement" link or the "2025 Annual Report" link, as appropriate.

If you wish to attend the meeting and vote in person, you may do so.

The Company's Annual Report for the year ended December 31, 2025 is being mailed to stockholders with the 2026 Proxy Statement. The 2025 Annual Report contains financial and other information about the Company, but it is not incorporated into the 2026 Proxy Statement and is not deemed to be a part of the proxy soliciting material.

If you are a holder of record and do not expect to be present at the Annual Meeting, please promptly fill out, sign, date and mail the enclosed form of proxy or, in the alternative, vote your shares electronically via the internet (www.investorvote.com/HY) or by touch-tone telephone (1-800-652-8683). If you hold shares of both Class A Common Stock and Class B Common Stock, you only have to complete the single enclosed form of proxy or vote once via the internet or telephone. A self-addressed envelope is enclosed for your convenience. No postage is required if mailed in the United States. If your shares are held in "street name" by your broker, bank or other nominee, please follow the instructions provided by your broker, bank or other nominee. Votes submitted electronically must be received by May 11, 2026 at 11:59 p.m. EDT.

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5875 LANDERBROOK DRIVE, SUITE 300

CLEVELAND, OHIO 44124-4069

PROXY STATEMENT — MARCH 24, 2026

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the "Board of Directors" or the "Board") of Hyster-Yale, Inc., a Delaware corporation, of proxies to be used at the annual meeting of stockholders of the Company to be held on May 12, 2026 (the "Annual Meeting"). The terms the "Company," "Hyster-Yale," "we," "our" and "us" refer to Hyster-Yale, Inc., and its subsidiaries. This Proxy Statement and the related form of proxy are being mailed to stockholders commencing on or about March 24, 2026.

If the enclosed form of proxy is executed, dated and returned or if you vote electronically or telephonically, the shares represented by the proxy will be voted as directed on all matters properly coming before the Annual Meeting for a vote. Proxies that are properly signed without any indication of voting instructions will be voted as follows:

•for the election of each director nominee;

•to approve on an advisory basis the Company's Named Executive Officer compensation;

•to approve the amendment and restatement of the Company's Non-Employee Directors' Equity Compensation Plan;

•for the confirmation of the appointment of Ernst & Young LLP, as the independent registered public accounting firm of the Company, for the current fiscal year; and

•as recommended by our Board of Directors with regard to any other matters or, if no recommendation is given, in the proxy holders' own discretion.

The proxies may be revoked at any time prior to their exercise by giving notice to us in writing or by executing and delivering a later dated proxy. Attendance at the Annual Meeting will not automatically revoke a proxy, but a stockholder of record attending the Annual Meeting may request a ballot and vote in person, thereby revoking a previously granted proxy.

Stockholders of record at the close of business on March 16, 2026 will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 14,453,826 outstanding shares of Class A Common Stock, par value $0.01 per share (the "Class A Common"), entitled to vote at the Annual Meeting and 3,446,262 outstanding shares of Class B Common Stock, par value $0.01 per share (the "Class B Common"), entitled to vote at the Annual Meeting. Each share of Class A Common is entitled to one vote for a nominee for each of the fifteen directorships to be filled and one vote on each other matter properly brought before the Annual Meeting. Each share of Class B Common is entitled to ten votes for each such nominee and ten votes on each other matter properly brought before the Annual Meeting. Class A Common and Class B Common will vote as a single class on all matters anticipated to be brought before the Annual Meeting.

At the Annual Meeting, in accordance with Delaware law and our Amended and Restated Bylaws ("Bylaws"), the inspectors of election appointed by the Board of Directors for the Annual Meeting will determine the presence of a quorum and will tabulate the results of stockholder voting. As provided by Delaware law and our Bylaws, the holders of a majority of our stock, issued and outstanding, and entitled to vote at the Annual Meeting and present in person or by proxy at the Annual Meeting, will constitute a quorum for the Annual Meeting. The inspectors of election intend to treat properly executed proxies marked "abstain" as "present" for purposes of determining whether a quorum has been achieved at the Annual Meeting. The inspectors of election will also treat proxies held in "street name" by brokers that are voted on at least one, but not all, of the proposals to come before the Annual Meeting ("broker non-votes") as "present" for purposes of determining whether a quorum has been achieved at the Annual Meeting.

In accordance with Delaware law, the fifteen director nominees receiving the greatest number of votes will be elected directors. Our Bylaws provide that our Directors are elected by a plurality vote. Shares for which authority is withheld to vote for director nominees and broker non-votes will have no effect on the election of Directors except to the extent the failure to vote for a director nominee results in another nominee receiving a larger number of votes.

Proposals 2 and 4 are advisory in nature and non-binding. Although non-binding, voting on proposal 2 will allow our stockholders to express their opinion regarding Named Executive Officer compensation. In accordance with our Bylaws, we

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will consider the affirmative vote of the holders of a majority of the voting power of our stock that are present in person or represented by proxy and that are actually voted as approval of proposals 2 and 4, and any additional proposals that are brought before the Annual Meeting.

In accordance with our Bylaws and the New York Stock Exchange ("NYSE") listing standards, the affirmative vote of the holders of a majority of the voting power of our stock that are present in person or represented by proxy and that are actually voted is required to approve Proposal 3.

Abstentions with respect to proposals 2, 3 and 4, and broker non-votes in respect of proposals 2 and 3 will not be counted and will have no effect for purposes of determining whether a proposal has received the requisite approval by our stockholders. Because proposal 4 is considered "routine," brokers or other nominees will be able to vote shares with respect to this proposal without instructions and there will be no broker non-votes.

In accordance with Delaware law and our Bylaws, we may, by a vote of the stockholders, in person or by proxy, adjourn the Annual Meeting to a later date or dates, without changing the record date. If we were to determine that an adjournment was desirable, the appointed proxies would use the discretionary authority granted pursuant to the proxy cards to vote in favor of such an adjournment.

PART ONE - CORPORATE GOVERNANCE INFORMATION

Composition of the Board

Directors are elected at each annual meeting to serve for a one-year term until the next annual meeting and/or until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal. During 2025, our Board of Directors consisted of fifteen directors.

Directors' Meetings and Committees

The Board of Directors has an Audit Review Committee, a Nominating and Corporate Governance Committee ("NCG Committee"), a Compensation and Human Capital Committee (the "Compensation Committee"), a Planning Advisory Committee, a Finance Committee and an Executive Committee. The current members and responsibilities of such committees are as follows:

Name

Independent

Audit Review

Nominating and Corporate Governance

Compensation and Human Capital

Planning Advisory

Finance

Executive

Colleen R. Batcheler

Yes

James B. Bemowski

Yes

J.C. Butler, Jr.

Chair

Gary L. Collar

Yes

Carolyn Corvi

Yes

Chair

Edward T. Eliopoulos*

Yes

Chair

John P. Jumper*

Yes

Chair

Dennis W. LaBarre

Yes

Chair

Ann A. O'Hara

Yes

H. Vincent Poor

Yes

Rajiv K. Prasad

Alfred M. Rankin, Jr.

Chair

Claiborne R. Rankin

Britton T. Taplin

Yes

David B.H. Williams

*Audit Committee Financial Expert as defined by the U.S. Securities and Exchange Commission ("SEC") and NYSE listing standards.

Our Board of Directors held four meetings in 2025. During 2025, all of the directors attended at least 75% of the total meetings held by our Board of Directors and by the committees on which they served.

In accordance with the rules of the NYSE, our independent directors are scheduled to meet in executive session, without management, once a year. Additional meetings of the independent directors may be scheduled when the independent directors believe such meetings are desirable. As determined by the Board of Directors, the principal subject matter of each meeting will determine which independent director will preside at such meeting. A meeting of the independent directors, without management, was held on August 13, 2025.

We hold a regularly scheduled meeting of our Board of Directors in conjunction with our annual meeting of stockholders. Directors are expected to attend the annual meeting of stockholders absent an appropriate excuse. With the exception of one excused absence, all of our directors attended the 2025 annual meeting in person.

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Audit Review Committee
2025 Meetings: 5	•	The Audit Review Committee has the responsibilities set forth in its charter, including:
Members:		•	reviewing the quality and integrity of our financial statements;
Colleen Batcheler		•	monitoring our compliance with legal and regulatory requirements;
Gary L. Collar		•	reviewing the adequacy of our internal controls;
Carolyn Corvi		•	setting our guidelines and policies to monitor and control our major financial risk exposures;
Edward T. Eliopoulos		•	reviewing the qualifications, independence, selection and retention of the independent
(Chair)			registered public accounting firm;
John P. Jumper		•	reviewing the performance of our internal audit function and independent registered public accounting
Dennis W. LaBarre			firm;
Ann A. O'Hara		•	assisting our Board of Directors and the Company in interpreting and applying our
			Corporate Compliance Program and other issues related to corporate and employee ethics;
		•	preparing the Annual Report of the Audit Review Committee to be included in our Proxy Statement;
		•	reviewing related-party transactions;
		•	reviewing and discussing corporate governance disclosures; and
		•	reviewing the Company’s artificial intelligence, cybersecurity and data privacy risks, controls and procedures.
	•	No member of the Audit Review Committee serves on more than three public company audit committees.
	•	The Board has determined that all members are independent and financially literate under NYSE
		listing standards and rules of the SEC.
	•	Consistent with applicable laws, rules and regulations, the Committee may, in its discretion, delegate all
		or a portion of its duties and responsibilities to one or more subcommittees of the Audit Committee.
	•	The Board has determined that Messrs. Eliopoulos and Jumper are each an "audit committee financial
		expert" as defined by the SEC and that each has accounting and related financial management expertise as
		required by NYSE listing standards.


Nominating and Corporate Governance Committee
2025 Meetings: 4	•	The NCG Committee has the responsibilities set forth in its charter, including
Members:		•	reviewing and making recommendations to our Board of Directors of the criteria for membership
Colleen R. Batcheler		•	reviewing and making recommendations to our Board of Directors of the optimum number and
Carolyn Corvi			qualifications of directors believed to be desirable;
John P. Jumper		•	implementing and monitoring a system to receive suggestions for nominees to directorships of the
Dennis W. LaBarre (Chair)			Company;
H. Vincent Poor		•	identifying qualified candidates and making recommendations to our Board of Directors of specific
			candidates for membership on our Board of Directors;
		•	reviewing our Corporate Governance Guidelines and recommending changes as appropriate;
		•	overseeing evaluations of the Board of Directors' effectiveness;
		•	annually reporting to the Board of Directors its assessment of our Board of Director's performance;
		•	considering director candidates recommended by our stockholders, see "Procedures for
			Submission and Consideration of Director Candidates" on page 46;
		•	recommending the creation or modification of committees of the Board of Directors;
		•	reviewing, at least annually, reports from management regarding the Company's policies, practices,
			performance and progress with respect to strategic issues such as climate change and environmental
			sustainability, competition and antitrust and responsible sourcing;
		•	overseeing director education programs on relevant topics, including among other matters,
			ethics, compliance, governance, cybersecurity and matters relating to our business;
		•	overseeing director education programs on relevant topics, including among other matters,
			ethics, compliance, governance, cybersecurity and matters relating to our business; and
		•	evaluating Director resignations, if any, and recommending to the Board of Directors whether such
			resignations should be accepted.

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Nominating and Corporate Governance Committee (continued)
	•	The Board has determined that all members are independent under the NYSE listing standards.
	•	Consistent with applicable laws, rules and regulations, the Committee may, in its discretion, delegate all
		or a portion of its duties and responsibilities to one or more subcommittees of the NCG Committee.
	•	The NCG Committee may consult with members of the Rankin and Taplin families,
		including Alfred M. Rankin, Jr. ("Mr. A. Rankin"), regarding the composition of our Board of Directors.


Compensation and Human Capital Committee
2025 Meetings: 4	•	The Compensation Committee has the responsibilities set forth in its charter, including:
Members:		•	develop and establish guidelines for the administration of the Company’s compensation policies and
Gary L. Collar			programs for all employees, including senior managers, executive officers and directors;
Carolyn Corvi		•	providing strategic guidance on the development of human capital strategies and programs to support
Edward T. Eliopoulos			the Company's strategic business plan;
John P. Jumper (Chair)		•	evaluating the performance of the Chief Executive Officer ("CEO"), other executive officers and
H. Vincent Poor			senior managers in light of these goals and objectives;
		•	determining and approving CEO, other executive officer and senior manager compensation levels;
		•	establishing guidelines for administering the Company's compensation policies and programs for
			all employees;
		•	considering whether the risks arising from our employee compensation policies and
			practices are reasonably likely to have a material adverse effect on the Company;
		•	making recommendations to our Board of Directors, where appropriate or required, and
			the taking of other actions with respect to all other compensation matters, including incentive
			compensation plans and equity-based plans;
		•	periodically reviewing the compensation of our Board of Directors;
		•	reviewing and approving the Compensation Discussion and Analysis and preparing
			the annual Compensation Committee Report to be included in our Proxy Statement; and
		•	reviewing and discussing with management the Company's engagement with and responsiveness to
			the stockholder advisory vote on executive compensation.
	•	The Board of Directors has determined that all members are independent under the NYSE listing
		standards and the rules of the SEC.
	•	The Compensation Committee may, in its discretion, subject to applicable law, delegate all or a portion of
		its duties and responsibilities to one or more subcommittees of the Compensation Committee or, in
		appropriate cases, to our senior managers.
	•	The Compensation Committee retains and receives assistance in the performance of its
		responsibilities from an internationally recognized compensation consulting firm, discussed
		under the heading "Compensation Consultants" on page 20.


Planning Advisory Committee
2025 Meetings: 3	•	The Planning Advisory Committee has the responsibilities set forth in its charter, including:
Members:		•	acting as a key participant, resource and advisor on various operational matters;
James B. Bemowski		•	reviewing and advising on a preliminary basis possible acquisitions, divestitures and other
J.C. Butler, Jr.			transactions identified by management for possible consideration of the full Board of Directors;
Carolyn Corvi (Chair)		•	considering and recommending to the Board of Directors special advisory roles for directors
Dennis W. LaBarre			who are not members of the Planning Advisory Committee; and
Ann A. O'Hara		•	providing general oversight on behalf of the Board of Directors with respect to stockholder
Alfred M. Rankin, Jr.			interests and the Company's evolving structure and stockholder base.

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Finance Committee
2025 Meetings: 3	•	The Finance Committee has the responsibilities set forth in its charter, including:
Members:		•	reviewing the financing and financial risk management strategies for the Company and its
James B. Bemowski			principal operating subsidiary; and
J.C. Butler, Jr. (Chair)		•	making recommendations to the Board on matters concerning finance.
Carolyn Corvi
Dennis W. LaBarre
Alfred M. Rankin, Jr.
Claiborne R. Rankin
Britton T. Taplin
David B.H. Williams


Executive Committee
2025 Meetings: 1	•	The Executive Committee's responsibilities include acting on behalf of the Board on matters requiring
Members:		Board action between meetings of the full Board.
J.C. Butler, Jr.	•	All members, except Messrs. Butler and A. Rankin, are independent.
Carolyn Corvi
Edward T. Eliopoulos
John P. Jumper
Dennis W. LaBarre
Alfred M. Rankin, Jr. (Chair)

Board Leadership Structure

Our corporate governance structure provides the Board flexibility to determine the appropriate leadership structure for the Company and whether the roles of Chairman and Chief Executive Officer should be separated or combined. The Board considers many factors in making this decision, including the needs of the Company, the Board's assessment of the leadership structure, long-term succession planning and the best interests of the stockholders. The Board has long recognized that circumstances may lead it to change the leadership structure based upon its determination of these factors. In 2023, the Board decided to separate the roles of Chairman and Chief Executive Officer. The Board believes that its current leadership structure is appropriate and meets the Company's current needs. The Board will regularly assess its leadership structure to determine whether the leadership structure is the most appropriate for the Company at the time.

Mr. A. Rankin serves as the Executive Chairman of the Board and Mr. Prasad serves as the Company's Chief Executive Officer. As Chief Executive Officer, Mr. Prasad is responsible for managing the Company's daily operations and setting its strategic objectives, with oversight from the Board. Mr. Prasad's extensive knowledge of the Company's operations and strategies and his engineering and product development expertise were key factors in the Board’s decision to appoint Mr. Prasad as the Company’s Chief Executive Officer and to separate the roles of Chairman and Chief Executive Officer.

The Board believes that Mr. A. Rankin is the most appropriate person to serve as our Executive Chairman because he possesses in-depth knowledge of the issues, opportunities and challenges facing our business given his long and valuable tenure with the Company. In his role, Mr. A. Rankin is able to continue to:

•utilize the individual qualifications, skills and experience of the other members of the Board to maximize their contributions to the Board;

•assess whether each other member of the Board has sufficient knowledge and understanding of our business to enable them to make informed judgments;

•focus the Board on the most significant strategic goals and risks of our business;

•facilitate the flow of information between the Board and management; and

•provide the perspective of a long-term stockholder.

In addition, with a particular focus on strategic matters, Mr. A. Rankin provides assistance to our Chief Executive Officer by attending selected internal business management meetings and meeting with our Chief Executive Officer, as necessary.

The NCG Committee and the Board regularly evaluate the Board’s leadership structure. Based on these evaluations, the NCG Committee recommends to the Board the leadership structure it believes is in the best interests of the Company and its stockholders.

We do not assign a lead independent director. At meetings of the independent directors, the principal subject matter of each meeting determines the independent director who will preside at such meeting.

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Board Oversight of Risk Management

The Board believes that strong and effective controls and risk management processes are essential components needed to achieve long-term stockholder value. The Board, directly and through its committees, is responsible for overseeing risks that potentially affect the Company. Each Board committee is responsible for oversight of risk categories related to the committee's specific function, while our full Board exercises ultimate responsibility for overseeing risk management as a whole. The respective areas of risk oversight exercised by our Board and its committees are as follows:


Board/Committee		Primary Areas of Risk Oversight
Full Board	•	Oversees overall Company risk management procedures, including operational and strategic, and regularly receives and evaluates reports and presentations from the chairs of the Audit Review, NCG, Compensation, Planning Advisory and Finance Committees on risk-related matters falling within each respective committee's oversight responsibilities
Audit Review Committee	•	Oversees financial and legal risks by regularly reviewing reports and presentations given by management, including our Senior Vice President, General Counsel and Secretary; Senior Vice President, Chief Financial Officer and Treasurer; Vice President, Controller and Chief Accounting Officer; and Director, Internal Audit, as well as other operational Company personnel, and evaluates potential related-person transactions
	•	Regularly reviews our risk management practices and risk-related policies (for example, the Company's Code of Corporate Conduct and legal and regulatory reviews) and evaluates potential risks related to internal control over financial reporting
	•	Reviews risks related to strategic disclosures
		Reviews risks related to information technology, artificial intelligence and data privacy
	•	Reviews risks related to cybersecurity, which includes reviewing the state of our cybersecurity program and emerging cybersecurity developments and threats, steps management has taken to monitor and mitigate such exposures, and any required disclosure
Nominating and Corporate Governance Committee	•	Oversees potential risks related to our governance practices by, among other things, reviewing succession plans and performance evaluations of the Board and CEO
Compensation and Human Capital Committee	•	Oversees potential risks related to the design and administration of our compensation plans, policies and programs, including our performance-based compensation programs, to promote appropriate incentives that do not encourage unnecessary and excessive risk-taking by our executive officers or other employees
	•	Provides strategic guidance and review on the development of human capital strategies and programs to support the Company's strategic business plan and reduce risks related to human capital
Planning Advisory Committee	•	Assists the Board in its oversight of the Company's key strategies, projects and initiatives
Finance Committee	•	Regularly reviews risks related to financing and other risk management strategies, including reviews of our insurance portfolios

Governance

Our Board has determined that, based primarily on the ownership of Class A Common and Class B Common by the members of the Rankin families, we may qualify as a "controlled company," as defined in Section 303A of the listing standards of the NYSE. Under the listing standards of the NYSE, a controlled company is not required to comply with certain corporate governance requirements. Such requirements include having a majority of independent directors and having a nominating and corporate governance committee and compensation committee composed entirely of independent directors, each with written charters and annual performance evaluations for each committee.

Although Hyster-Yale may qualify as a controlled company, our Board evaluates its governance practices annually and has elected not to make use of any of the exceptions to the NYSE listing standards that are available to controlled companies. Accordingly, the majority of the members of our Board are independent, as described in the NYSE listing standards. Our Audit Review Committee, NCG Committee and Compensation Committee are all composed entirely of independent directors. Each committee has a written charter that describes the purpose and responsibilities of the committee, and each committee conducts an annual evaluation of its performance based on the responsibilities set forth in its charter.

The Board of Directors sets the tone for our Company and it provides a foundation for strong governance practices. Our Board reflects a balance of longer-tenured members with in-depth knowledge of our business, and newer members who bring valuable additional attributes, skills and experience. We believe this combination results in a well-balanced membership that combines a diversity of experience, skill and intellect that enables the Company to pursue its strategic objectives effectively.

Annually, each committee reviews their respective charter to determine if there are any emerging issues that warrant that charter be amended to ensure that the appropriate committee has been assigned oversight.

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Code of Corporate Conduct

We have adopted a code of ethics, entitled "Code of Corporate Conduct," applicable to all directors and our personnel, including the principal executive officer, principal financial officer, principal accounting officer, controller and other persons performing similar functions. Waivers of our Code of Corporate Conduct, if any, for our directors or executive officers may be disclosed on our website, by press release or by filing a Current Report on Form 8-K with the SEC. The Code of Corporate Conduct and the Independence Standards for Directors, as well as each of the charters of the Audit Review Committee, NCG Committee and Compensation Committee, are available free of charge on our website at https://www.hyster-yale.com, under the heading "Corporate Governance." The information contained on or accessible through our website is not incorporated by reference into this Proxy Statement and you should not consider such information to be part of this Proxy Statement.

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale, and other disposition of our securities by directors, officers, and employees, and by the Company. 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 our insider trading policy is available as Exhibit 19.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Hedging and Speculative Trading Policies and Limited Trading Windows

The Company prohibits officers, directors, direct reports of the Chief Executive Officer and certain professionals in the Company's Finance department from purchasing financial instruments, including pre-paid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions that are designed or have the effect of hedging or offsetting any change in the market value of equity securities granted to the officer or director by the Company as part of his or her compensation or held, directly or indirectly, by the officer or director.

As noted elsewhere in this Proxy Statement, restricted shares of Class A Common that are issued to directors and certain senior management employees of the Company for compensatory purposes are generally subject to transfer restrictions from the last day of the applicable performance period and, during that time period, the restricted shares may not be transferred (subject to certain exceptions). Directors and the most senior management employees of the Company are required to hold restricted shares for ten years while less senior management employees of the Company are required to hold restricted shares for periods of either four years or seven years. While the Company does not have a policy explicitly preventing employees, including executive officers and senior managers, or directors from pledging shares of non-restricted Class A Common or Class B Common, prior approval from the Company's Senior Vice President, General Counsel and Secretary is required.

Review and Approval of Related-Party Transactions

The Audit Review Committee reviews all relationships and transactions in which we and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest in such transactions. Our legal department is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related-person transactions in order to enable the Audit Review Committee to determine whether we have, or a related person has, a direct or indirect material interest in the transaction.

In the course of the review of a potentially material related-person transaction, the Audit Review Committee considers:

•the nature of the related-person's interest in the transaction;

•the material terms of the transaction, including, without limitation, the amount and type of transaction;

•the importance of the transaction to the related person;

•the importance of the transaction to the Company;

•whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and

•any other matters the Audit Review Committee deems appropriate.

Based on this review, the Audit Review Committee will determine whether to approve or ratify any transaction that is directly or indirectly material to us or a related person.

Any member of the Audit Review Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote with respect to the approval or ratification of the transaction. However, such director may be counted in determining the presence of a quorum at a meeting of the Audit Review Committee that considers the transaction.

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Communication with Directors

Our stockholders and other interested parties may communicate with our Board of Directors as a group, with the non-management directors as a group, or with any individual director by sending written communications to: Hyster-Yale, Inc., 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124-4069, Attention: Secretary. Complaints regarding accounting, internal accounting controls or auditing matters will be forwarded directly to the Chairman of the Audit Review Committee. All other communications will be provided to the individual director(s) or group of directors to whom they are addressed. Copies of all communications will be provided to all other directors; provided, however, that any such communications that are considered to be improper for submission to the intended recipients will not be provided to the directors. Examples of communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate, directly or indirectly, to our or our principal operating subsidiary's business or communications that relate to improper or irrelevant topics.

Report of the Audit Review Committee

The Audit Review Committee has reviewed and discussed with our management and Ernst & Young LLP, our independent registered public accounting firm, our audited consolidated financial statements contained in our Annual Report to Stockholders for the year ended December 31, 2025. The Audit Review Committee also has reviewed and discussed with management and Ernst & Young LLP the assessment of the Company’s internal control over financial reporting at December 31, 2025.

The Audit Review Committee has also discussed with our independent registered public accounting firm the applicable requirements of the Public Company Accounting Oversight Board (the "PCAOB") and the SEC.

The Audit Review Committee has received and reviewed the written disclosures and the independence letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP's communications with the Audit Review Committee concerning independence, and has discussed with Ernst & Young LLP its independence.

Based on the review and discussions referred to above, the Audit Review Committee recommended to the Board of Directors (and the Board of Directors subsequently approved the recommendation) that the audited consolidated financial statements for 2025 be included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC.

EDWARD T. ELIOPOULOS (CHAIR)

COLLEEN R. BATCHELER

GARY L. COLLAR

CAROLYN CORVI

JOHN P. JUMPER

DENNIS W. LABARRE

ANN A. O'HARA

PART TWO - PROPOSALS TO BE VOTED ON AT THE 2026 ANNUAL MEETING

Election of Directors (Proposal 1)

Director Nominee Information

It is intended that shares represented by proxies in the enclosed form will be voted for the election of the nominees named in the following table to serve as directors for a term until the next annual meeting and until their successors are elected, unless contrary instructions are received. The Board of Directors has fixed the total number of directors to be elected at the Annual Meeting at fifteen. All of the nominees listed below currently serve as our directors and were elected at our 2025 annual meeting of stockholders. If, in the judgment of the proxy holders, an unexpected occurrence should make it necessary to substitute another person for any of the nominees, shares represented by proxies will be voted for such other person as the proxy holders may select.

The disclosure below provides information as of the date of this Proxy Statement about each director nominee. The information presented is based upon information each director has given us about his or her age, all positions held, principal occupation and business experience for the past five years, and the names of other publicly held companies for which he/she currently serves as a director or has served as a director during the past five years. We have also presented information regarding each nominee's specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that he/she should serve as a director. We believe that the nomination of each of our director nominees is in the best long-term interests of our stockholders, as each individual possesses the highest personal and professional ethics, integrity and values, and each nominee has the judgment, skill, independence and experience required to serve as a member of our Board of Directors. Each director has also demonstrated a strong commitment of service to the Company.

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Name	Age	Principal Occupation and Business Experience During Last Five Years and other Directorships in Public Companies	Director Since
Colleen R. Batcheler	52	Senior Vice President, External Affairs, General Counsel and Corporate Secretary, Hormel Foods Corporation (a global branded food company) ("Hormel Foods") from May 2025 to present, and Senior Vice President, External Affairs and General Counsel of Hormel Foods from June 2024 to April 2025. Executive Vice President, General Counsel and Secretary of Hertz Global Holding, Inc. (a worldwide vehicle rental company) from May 2022 to April 2024. Executive Vice President, General Counsel and Corporate Secretary of Conagra Brands, Inc. (a food manufacturer) from prior to 2021 to April 2022. Ms. Batcheler is a business-oriented lawyer with more than 27 years of experience advising public companies. These experiences allow her to provide our Board of Directors with an expansive view of legal and compliance issues. Her skills also provide invaluable insight into corporate governance matters.	2023
James B. Bemowski	72	Retired Senior Advisor for Doosan Corporation (a South Korean Conglomerate). Since prior to 2021 to present, a member of Claremont McKenna College Board of Trustees and a member of the Board of Advisors of Southern Capital (a Singapore-based private equity firm). As of July 2025, Chairman, Emeritas of the Corporate Directors Roundtable of Orange County. With greater than 37 years of combined experience through his various positions with Doosan and McKinsey & Company, as a director and office manager in Asia, Mr. Bemowski brings a depth of understanding of Asian market business practices, including in the forklift business. In addition, he has extensive knowledge in the areas of financial services, acquisitions, restructuring, alliances and private equity. He also brings to our Board practical insights with respect to the global steel, energy and materials businesses.	2018
J.C. Butler, Jr.	65	President and Chief Executive Officer of NACCO Industries, Inc. ("NACCO") (a mining and natural resources company and our parent company prior to our spin-off in 2012) since prior to 2021. Director of NACCO since prior to 2021 and of Hamilton Beach Brands Holding Company ("HBBHC") (a designer, manufacturer and distributor of home appliances and commercial restaurant equipment) since prior to 2021. Mr. Butler also serves on the boards of the National Coal Council and the National Mining Association and is a member of the Management Committee of the Lignite Energy Council. With over 20 years of service as a member of senior management at NACCO while we were its wholly owned subsidiary, including as Treasurer of Hyster-Yale Materials Handling, Inc. (f/k/a Hyster-Yale Group, Inc.) ("HYMH"), our principal operating subsidiary, Mr. Butler has extensive knowledge of our operations and strategies.	2012
Gary L. Collar	69	Retired Senior Vice President and General Manager of Europe, Africa and Middle East region, followed by the Asia Pacific and Africa region at AGCO Corporation (a manufacturer and marketer of agricultural machinery and solutions). From prior to 2021 to February 2026, Director of Hillenbrand, Inc. (a global diversified industrial goods and machinery company). From April 2024 to present, Director of Proventia Group Oyj (a private company focused on emission controls) Mr. Collar has over 20 years of experience leading, managing and overseeing global operations at a Fortune 500 company within the manufacturing industry which enables him to make significant contributions to our Board of Directors. Mr. Collar has considerable experience managing and overseeing labor and human capital risks globally as well as overseeing global development and manufacturing worldwide. In addition, through Mr. Collar's current and prior board and committee experience, he provides valuable insight on executive compensation and related matters.	2024
Carolyn Corvi	74	Retired Vice President and General Manager - Airplane Programs of The Boeing Company (an aerospace company). From prior to 2021 to May 2024, Director of United Continental Holdings, Inc. (an airlines company). From prior to 2021 to present, Director of ATI Inc. (a producer of high-performance materials). Ms. Corvi's experience in general management, including her service as vice president and general manager of a major publicly traded corporation, enables her to make significant contributions to our Board of Directors. Through this past employment experience and her past and current service on the boards of publicly traded corporations, she offers the Board a comprehensive perspective for developing corporate strategies and managing risks of a major publicly traded corporation.	2012
Edward T. Eliopoulos	69	Retired Partner of Ernst & Young LLP (a public accounting firm). Mr. Eliopoulos is a certified public accountant with more than 46 years of experience performing, reviewing and overseeing audits of a wide range of global publicly traded companies. In addition, he has significant experience as a member of senior management of a major public accounting firm. These attributes, skills and qualifications combined with his educational background in accounting, SEC rules and regulations enable him to provide our Board with vast financial, accounting, and corporate governance expertise. Mr. Eliopoulos also has served on the board of A. Schulman, Inc., as well as privately held companies and numerous non-profit and community boards.	2020

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Name	Age	Principal Occupation and Business Experience During Last Five Years and other Directorships in Public Companies	Director Since
John P. Jumper	81	Retired Chief of Staff, United States Air Force. From prior to 2021 to present, President, John P. Jumper & Associates (aerospace consulting). From prior to 2021 to present, Director of NACCO. From prior to 2021 to May 2025, Director of HBBHC. Through his extensive military career, including as the highest-ranking officer in the U.S. Air Force, General Jumper developed valuable and proven leadership and management skills that make him a significant contributor to our Board. General Jumper's current and prior service on the boards of other publicly traded corporations, as well as chairman and chief executive officer of two Fortune 500 companies, allow him to provide valuable insight to our Board on matters of corporate governance and executive compensation policies and practices. In addition, General Jumper brings extensive cybersecurity knowledge and expertise to our Board. His cybersecurity experience includes overseeing the creation of the first information warfare squadron in the U.S. Air Force during his tenure leading the U.S. Air Force and also serving as CEO of Leidos Holdings, Inc., which is a leading federal cybersecurity contractor for the U.S. Department of Defense, U.S. Department of Homeland Security and United States Intelligence Communities including the National Security Agency.	2012
Dennis W. LaBarre	83	Retired Partner of Jones Day (a law firm). From prior to 2021 to present, Director of NACCO. From prior to 2021 to present, Director of HBBHC. Mr. LaBarre is a lawyer with broad experience counseling boards and senior management of publicly traded and private corporations regarding corporate governance, compliance and other domestic and international business and transactional issues. In addition, he has over 32 years of experience as a member of senior management of a major international law firm. These experiences enable him to provide our Board of Directors with an expansive view of legal and business issues, which is further enhanced by his extensive knowledge of us as a result of his many years of service on NACCO's board and through his involvement with numerous board committees.	2012
Ann A. O'Hara	55	Advisor to Huhtamaki OYJ's North America business segment (a producer of fiber, paper and plastic-based consumer primary packaging, food service packaging and retail disposable tableware products) from March 14, 2026 to present. President of Huhtamaki OYJ's North America business segment from prior to 2021 to March 13, 2026. Ms. O'Hara is a global executive with more than 30 years of experience transforming and leading businesses across various geographies and for different segments of the consumer products supply chain. She has led businesses successfully to growth and profitability targets both organically and through acquisitions and integrations. She brings a wealth of experience to the Board and strengthens the Company's governance and oversight capabilities with her operational and financial acumen.	2024
H. Vincent Poor	74	Michael Henry Strater University Professor of Electrical Engineering at Princeton University since prior to 2021 to present; Professor of Electrical Engineering since prior to 2021 to present; Associated Faculty, Princeton Environmental Institute since prior to 2021 to present; Associated Faculty, Program in Applied and Computational Mathematics since prior to 2020 to present; Associated Faculty, Andlinger Center for Energy and Environment since prior to 2021 to present. A member of the U.S. National Academy of Engineering and a former Guggenheim Fellow. Dr. Poor’s broad experience in the fields of signal processing, machine learning and data science have opened new horizons in wireless communications and related fields. In this context, his extensive skills and knowledge allow him to provide valuable insight to our Board on matters related to telemetry and electrical engineering.	2017
Rajiv K. Prasad	62	Chief Executive Officer of the Company since May 2023 to present. President of the Company since February 2021 to present. President and Chief Executive Officer of HYMH from prior to 2021 to December 2024 and Chairman of HYMH from January 2025 to present. With over 15 years of service in the Company's senior management, including as President and Chief Executive Officer of HYMH, Mr. Prasad has extensive knowledge of our operations and strategies. He was charged with providing the strategic vision, global leadership and guidance to keep the Company moving forward. He has also held the role of Chief Product and Operations Officer of the Company where he guided all aspects of product development, manufacturing, quality, supply chain and IT. His engineering and product development experience allows him to provide invaluable insight into the Company's long-term strategic plans.	2023

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Name	Age	Principal Occupation and Business Experience During Last Five Years and other Directorships in Public Companies	Director Since
Alfred M. Rankin, Jr.	84	Executive Chairman of the Company since May 2023 to present and Chairman of HYMH since prior to 2021 to December 2024. Chairman and Chief Executive Officer of the Company from prior to 2021 to May 2023. President of the Company since prior to 2021 to February 2021. Since prior to 2021 to present, Non-Executive Chairman of NACCO and NACCO’s principal subsidiary, NACCO Natural Resources Corporation. Since prior to 2021 to present, Non-Executive Chairman of HBBHC and its principal subsidiary, Hamilton Beach Brands ("HBB"). In over 50 years of service to NACCO, our former parent company, as a Director and over 25 years in senior management of NACCO and approximately 10 years in senior management of the Company, Mr. A. Rankin has amassed extensive knowledge of all of our strategies and operations. In addition to his extensive knowledge of the Company, he also brings to our Board unique insight resulting from his service on the boards of other publicly traded corporations and the Federal Reserve Bank of Cleveland. Additionally, through his dedicated service to many of Cleveland’s cultural institutions, he provides a valuable link between our Board, the Company, and the community surrounding our corporate headquarters. Mr. A. Rankin is also the grandson of the founder of NACCO and additionally brings the perspective of a long-term stockholder to our Board.	2012
Claiborne R. Rankin	75	Managing Director of NCAF Management, LLC, the managing member of North Coast Angel Fund, LLC (a private firm specializing in venture capital and investments) from prior to 2021 to present. Managing Partner of Sycamore Partners, LLC, the Managing Director of NCAF Management II, LLC and managing member of North Coast Angel Fund II, LLC (each a private firm specializing in venture capital and investments) from prior to 2021 to present. Mr. C. Rankin also serves as Chairman of the Board of TPA Stream Inc. (a benefits administration technology company) since prior to 2021 to present. Mr. C. Rankin also is a Director of the Angel Capital Association since May 2020 to present. Mr. C. Rankin is the grandson of the founder of NACCO. As a member of the board of HYMH for more than 20 years, Mr. C. Rankin has extensive knowledge of the lift truck industry and the Company. This experience and knowledge, his venture capital experience and the perspective of a long-term stockholder enable him to contribute to our Board of Directors.	2012
Britton T. Taplin	69	Self-employed (personal investments). From prior to 2021 to present, Mr. Taplin serves as a Director of NACCO. From prior to 2021 to present, Mr. Taplin serves as a Director of HBB. As a member of our Board for more than 15 years, Mr. Taplin has extensive knowledge of the forklift truck industry and the Company. Mr. Taplin is the grandson of the founder of NACCO and brings the perspective of a long-term stockholder to our Board of Directors.	2012
David B.H. Williams	56	President and Partner of the law firm Williams, Bax & Saltzman, P.C. from prior to 2021 to present. Mr. Williams is a lawyer with more than 30 years of experience providing legal counsel to businesses in connection with litigation and commercial matters. Mr. Williams' substantial experience as a litigator and commercial advisor enables him to provide valuable insight on business and legal issues pertinent to the Company.	2020

J.C. Butler, Jr. is the son-in-law of Mr. A. Rankin and, as indicated on the Director Compensation Table shown on page 12, in 2025 Mr. Butler received $268,518 in total compensation from us as a director.

David B.H. Williams is the son-in-law of Mr. A. Rankin and, as indicated on the Director Compensation Table shown on page 12, in 2025 Mr. Williams received $235,294 in total compensation from us as a director.

Claiborne R. Rankin is the brother of Mr. A. Rankin and, as indicated on the Director Compensation Table shown on page 12, in 2025 Mr. C. Rankin received $233,537 in total compensation from us as a director.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE DIRECTOR NOMINEES PRESENTED IN PROPOSAL 1.

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Director Compensation

The following table sets forth all compensation of the directors, other than Messrs. A. Rankin and Prasad, for services as our directors and as directors of certain of our operating subsidiaries. Messrs. A. Rankin and Prasad served as executive officers of the Company during 2025, and as a result did not receive any compensation for their services as directors. Messrs. A. Rankin and Prasad's compensation for services as two of our Named Executive Officers is shown in the Summary Compensation Table on page 32.

2025 Director Compensation


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
Colleen R. Batcheler	$101,079	$139,624	$8,413	$249,116
James B. Bemowski	$101,079	$139,624	$8,334	$249,037
J.C. Butler, Jr.	$123,579	$139,624	$5,315	$268,518
Gary L. Collar (4)	$173	$233,596	$7,913	$241,682
Carolyn Corvi	$148,579	$139,624	$7,819	$296,022
Edward T. Eliopoulos	$121,079	$139,624	$7,913	$268,616
John P. Jumper	$128,579	$139,624	$5,191	$273,394
Dennis W. LaBarre	$158,579	$139,624	$5,158	$303,361
Ann A. O'Hara	$101,079	$139,624	$7,026	$247,729
H. Vincent Poor	$101,079	$139,624	$8,285	$248,988
Claiborne R. Rankin	$88,579	$139,624	$5,334	$233,537
Britton T. Taplin	$88,579	$139,624	$4,315	$232,518
David B.H. Williams	$88,579	$139,624	$7,091	$235,294

(1)The amounts in this column reflect the annual retainers and other fees earned by our directors for services rendered in 2025. They also include payment for certain fractional shares of Class A Common that were earned and cashed out under the Hyster-Yale, Inc. (f/k/a Hyster-Yale Materials Handling, Inc.) Non-Employee Directors' Equity Compensation Plan (the "Non-Employees Directors' Plan") described below.

(2)In addition to the Mandatory Shares, the Non-Employee Directors' Plan permits directors to elect to receive all or part of the remainder of the retainer and all fees in the form of shares of Class A Common (the "Voluntary Shares"). Amounts in this column reflect the aggregate grant date fair value of the Mandatory Shares and Voluntary Shares that were granted to directors under the Non-Employee Directors' Plan, determined pursuant to the Financial Accounting Standards Board Accounting Standards Codification Topic 718, which we refer to as "FASB ASC Topic 718." See Note 5 of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for more information regarding the accounting treatment of our equity awards. Mandatory and Voluntary Shares are immediately vested when granted. Therefore, no equity awards remained outstanding at the end of 2025. For more information on restrictions applicable to Mandatory and Voluntary Shares, refer to the description of the Non-Employee Directors' Plan described below.

(3)The amount listed includes: (a) Company-paid life-insurance premiums for the benefit of the director; (b) other Company-paid premiums for accidental death and dismemberment insurance for the directors and their spouses; and (c) personal excess liability insurance premiums for the directors and immediate family members. The amount listed also includes charitable contributions made in our name on behalf of the director and spouse under our matching charitable gift program in the amount of $2,000 for Mr. Claiborne Rankin, $4,000 for Mr. Taplin, $4,500 for each of Mr. Collar, Ms. Corvi, and Mr. Eliopoulos, and $5,000 for each of the remaining directors.

(4)Mr. Collar elected to receive Voluntary Shares in lieu of cash fees earned.

Description of Material Factors Relating to the Director Compensation Table

In accordance with the terms of the Director Fee Policy and the Non-Employee Directors' Plan (discussed below in Proposal 3), each non-employee director was entitled to receive the following annual compensation for service on our Board of Directors:

•an annual retainer of $226,000 ($150,000 of which was to be paid in the form of Mandatory Shares, as described below);

•an additional fee of $12,500 for each committee of our Board of Directors on which the director served (other than the Executive Committee);

•an additional retainer of $10,000 for each committee of our Board of Directors on which the director served as chairman (other than the Audit Review Committee and the Compensation Committee); and

•an additional retainer of $20,000 for the chair of the Audit Review Committee of our Board of Directors and an additional retainer of $15,000 for the chair of the Compensation Committee.

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The retainers and fees were paid quarterly in arrears. A director beginning or ceasing service shall have their retainer(s) adjusted based on the days during the calendar quarter in which the director served. Each director was also reimbursed for expenses incurred as a result of attendance at meetings. We also occasionally made a private aircraft available to directors for attendance at meetings of our Board of Directors and subsidiary Board of Directors.

Any fractional shares were paid in cash. The actual number of Mandatory Shares issued to a director is determined by the following formula: the quotient of (i) the dollar value of the portion of the $150,000 retainer that was earned by the director each quarter, divided by (ii) the average closing price of shares of Class A Common on the NYSE for the Friday (or if Friday is not a trading day, the last trading day before such Friday) for each week during such calendar quarter.

These shares are fully vested on the date of grant, and the director is entitled to all rights of a stockholder, including the right to vote and receive dividends. The shares, however, cannot be assigned, pledged or otherwise transferred by the director other than:

•by will or the laws of descent and distribution;

•pursuant to a qualifying domestic relations order; or

•to a trust or partnership for the benefit of the director or his or her spouse, children or grandchildren.

These restrictions lapse on the earliest to occur of:

•ten years after the last day of the calendar quarter for which such shares were earned;

•the director's death or permanent disability;

•five years from the date of the director's retirement;

•the date that a director is both retired from our Board of Directors and has reached age 70; or

•at such other time as determined by the Board of Directors in its sole discretion.

In addition, each director may elect under the Non-Employee Directors' Plan to receive shares of Class A Common in lieu of cash, referred to as Voluntary Shares, for up to 100% of the balance of their retainers. The number of shares issued is determined under the same formula stated above. These Voluntary Shares, however, are not subject to the foregoing transfer restrictions.

Each director also received: (i) Company-paid life insurance in the amount of $50,000; (ii) Company-paid accidental death and dismemberment insurance for the director and spouse; (iii) personal excess liability insurance in the amount of $10 million for the director and immediate family members who reside with the director; and (iv) up to $5,000 per year in matching charitable contributions.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of such securities with the SEC and the NYSE. Officers, directors and greater than 10% beneficial owners are required by applicable regulations to furnish us with copies of all Section 16(a) forms they file.

Based on our review of Section 16(a) forms and written representations from reporting persons regarding Form 5 filing requirements, we believe that, during 2025, all filing obligations for reporting persons were met, except for Clara Rankin Williams, Helen Rankin Butler, and Chloe O. Rankin, who, due to an administrative error, each filed one late Form 4 related to one transaction.

Advisory Vote to Approve the Company's Named Executive Officer Compensation (Proposal 2)

As required by applicable law, including Section 14A of the Exchange Act, we are asking you to cast an advisory (non-binding) vote to approve the Company's Named Executive Officer compensation. We believe that stockholders should have the opportunity to vote on the compensation of our Named Executive Officers annually. Following the Annual Meeting, the next such advisory vote is expected to occur at the 2027 annual meeting of stockholders of the Company.

Why You Should Approve our Named Executive Officer Compensation

The guiding principle of the compensation program for senior management employees, including Named Executive Officers, is the maintenance of a strong link among an employee's compensation, individual performance and the performance of the Company as a whole and/or the business unit for which the employee has responsibility. The primary objectives of our compensation program are:

•to attract, retain and motivate talented management;

•to reward management with competitive total compensation for the achievement of specific corporate and individual goals; and

•to make management long-term stakeholders in the Company.

We encourage stockholders to read the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis and compensation tables (and accompanying narrative and other disclosures), for a more detailed discussion of all compensation programs and polices. We believe our compensation programs and policies are

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appropriate and effective in implementing our compensation philosophy and in achieving our goals, and that they are aligned with stockholder interests.

We believe that stockholders should consider the following in determining whether to approve this proposal.

Compensation Program is Highly Aligned with Stockholder Value

We seek to achieve the foregoing policies and objectives through a mix of base salaries and incentive plans. Base salaries are set at levels appropriate to allow the incentive plans to serve as significant motivating factors. The Compensation Committee carefully reviews each of these components in relation to our performance. Incentive-based compensation plans are designed to provide significant rewards for achieving or surpassing annual operating and financial performance objectives, as well as to align the compensation interests of the senior management employees, including the Named Executive Officers, with our long-term interests.

Strong Pay-for-Performance Orientation

The short-term and long-term incentive compensation for our employees is substantially performance-based. Although the design of our compensation program offers opportunities for employees to earn truly superior compensation for outstanding results, it also includes significantly reduced compensation for results that do not meet or exceed the previously established performance targets for the year. In years when we have weaker financial results, payouts under the incentive compensation plans will generally be lower. In years when we have stronger financial results, payouts under the incentive compensation plans will generally be greater. In general, all performance targets are set at a scale that encourages performance improvement without requiring outstanding results that would encourage conduct inconsistent with building long-term value. The chosen performance metrics and measurement periods are well-aligned with our business strategy and objectives for long-term value creation for our stockholders.

Compensation Program Has Appropriate Long-Term Orientation

Our compensation programs and policies have a long-term focus. The purpose of our long-term incentive compensation plan is to enable senior management employees to accumulate capital through future managerial performance, which the Compensation Committee believes contributes to the future success of our businesses. Our long-term incentive compensation plan generally requires long-term commitment on the part of our senior management employees, and stock sales are generally not permitted for a number of years. Most senior management employees of the Company are required to hold shares for ten years while less senior management employees are required to hold the shares for periods of either four or seven years. Through these restrictions, the awarded amount is effectively invested in the Company for an extended period to strengthen the tie between stockholders' and the Named Executive Officers' long-term interests.

Stockholder Approval

For the reasons described above, stockholders are asked to cast a non-binding, advisory vote to approve the following resolution that will be submitted for a stockholder vote at the meeting:

"RESOLVED, that the compensation paid to the Named Executive Officers, as disclosed pursuant to the compensation disclosure and other disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and narrative, is hereby APPROVED."

You may vote "FOR" or "AGAINST" or abstain from voting on the resolution. The result of the say-on-pay vote will not be binding on us or the Board. The final decision on the Company's executive compensation and benefits remains with the Board and the Compensation Committee. We and the Board, however, value the views of our stockholders. The Board and the Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL TO APPROVE THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION DISCLOSED PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES AND NARRATIVE DISCUSSION.


Approval of the Amendment and Restatement of the Company's Non-Employee Directors' Equity Compensation Plan (Proposal 3)

We are asking our stockholders to approve the amendment and restatement of the Company's Non-Employee Directors' Equity Compensation Plan (the "Amended Directors' Plan") that was adopted by our Board on February 11, 2026. A prior version of the Company's plan document was previously approved by stockholders in 2019 and 2023 (the "Current Directors' Plan"). If approved by stockholders, the Amended Directors' Plan continues the Current Directors' Plan.

Our principal reason for adopting the Amended Directors' Plan is to increase the number of Class A Common available for issuance by 100,000 shares. Accordingly, the Amended Directors' Plan provides that 185,481 shares may be issued or transferred under the Amended Directors' Plan on or after May 12, 2026.

In approving the Amended Directors' Plan, the Board also extended its term for 10 years from May 12, 2026 and made certain other immaterial or conforming changes.

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Why We Believe You Should Vote for Proposal 3. The Amended Directors' Plan authorizes our Board to provide quarterly retainers to our non-employee directors that are payable partly in cash and partly in Class A Common for the purpose of helping to align the interests of our non-employee directors with the stockholders of the Company and long-term interests of the Company.

We believe our future success depends in part on our ability to attract, motivate and retain high quality non-employee directors. The ability to provide equity-based awards under the Amended Directors' Plan is critical to achieving this success. We would be at a severe competitive disadvantage if we could not use share-based awards to recruit and compensate our non-employee directors.

We also believe that equity compensation motivates non-employee directors to appropriately focus on actions that enhance stockholder value because they will share in that value enhancement through improved share price performance. Our equity compensation also helps to retain our non-employee directors and to promote a focus on sustained enhancement of stockholder value because our equity compensation awards are generally subject to lengthy transfer restrictions.

As of February 27, 2026, 85,481 Class A Common shares, par value $0.01 per share, remained available for issuance under the Current Directors' Plan. If the Amended Directors' Plan is not approved, we may deem it necessary to increase significantly the cash component of our non-employee director compensation, which may not necessarily align compensation interests with the investment interests of our stockholders as well as alignment provided by equity-based awards. Replacing equity awards with cash would also increase cash compensation expense and use cash that could be better utilized elsewhere.

The following includes (1) aggregated information regarding the dilution associated with the Current Directors' Plan and the potential stockholder dilution that would result if the proposed share increase under the Amended Directors' Plan is approved and (2) our burn rate. As of February 27, 2026, there were 14,452,785 shares of Class A Common outstanding.

Under the terms of the Current Directors' Plan, a maximum of 200,000 shares of Class A Common (subject to adjustment as described in the Current Directors' Plan) were available to be issued as Mandatory and Voluntary Shares, of which 114,519 shares of Class A Common (0.8% of our outstanding Class A Common shares) had been issued and 85,481 shares of Class A Common remained available for issuance as of February 27, 2026. Upon approval of the requested Amended Directors' Plan, the maximum number of shares available for future issuance on or after the effective date as Mandatory and Voluntary Shares under the Amended Directors' Plan will be an aggregate of 185,481 shares of Class A Common (subject to adjustments as described in the Amended Directors' Plan). This breaks down to a new share request of 100,000 shares of Class A Common and 85,481 shares of Class A Common remaining available for issuance. Based on the closing price on the NYSE for our Class A Common Shares on February 27, 2026 of $36.83 per share, the aggregate market value of the 100,000 shares of Class A Common that will be available for future issuance under the Amended Directors' Plan was $3,683,000.

For 2023, 2024 and 2025, we issued Mandatory and Voluntary Shares under the Current Directors' Plan covering 27,001 shares, 27,352 shares, and 44,633 shares, respectively. Based on our basic weighted average shares outstanding for those three years of 17,136,989, 17,442,195 and 17,669,998, respectively, for the three-year period from 2023 through 2025, our average burn rate was 0.2% (our individual years' burn rates were 0.2% for 2023, 0.2% for 2024, and 0.3% for 2025).

In determining the number of shares to request for approval under the Amended Directors' Plan, our management team worked with the Compensation Committee to evaluate a number of factors, including our recent share usage and the facts that (1) we perform an in-depth analysis of our Board compensation package on a triennial basis (and interim reviews at other times) and (2) non-employee directors have the option to receive their entire fees in the form of Voluntary Shares, which would, if elected in full, substantially increase the number of shares required under the plan.

If the Amended Directors' Plan is approved, we intend to utilize the shares authorized under the Amended Directors' Plan to continue our practice of incentivizing directors through equity grants. We currently anticipate that the shares that will be available under the Amended Directors' Plan will last between three and five years, based on our director compensation, recent grant rates, director elections and the approximate current share price, but could last for a different period of time if actual practice does not match recent grant rates, we change the amount of our director compensation materially, our share price changes materially or individual directors elect to receive a higher percentage of their compensation in Voluntary Shares, among other factors. Our Board would retain discretion to determine the amounts of the retainers for our non-employee directors, and future benefits that may be received by participants under the Amended Directors' Plan are not determinable at this time.

We believe that we have demonstrated a commitment to sound equity compensation practices in recent years. We recognize that equity compensation awards dilute stockholder equity, so we have carefully managed our equity incentive compensation. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of stockholder interests, as described above.

The following summary of the other terms of the Amended Directors' Plan is qualified in its entirety by reference to the Amended Directors' Plan attached to this Proxy Statement as Appendix A.

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Purpose. The purpose of this Amended Directors' Plan is to provide for the payment to the non-employee Directors of the Company of a portion of their Directors’ fees in capital stock of the Company in order to further align the interests of the Directors with the stockholders of the Company and thereby promote the long-term interests of the Company.

Administration and Eligibility. The Amended Directors' Plan will be administered by the Board and the Compensation Committee, as applicable, as further described in the Amended Directors' Plan. The Board may alter or amend the Amended Directors' Plan or terminate it entirely. However, amendments to the Amended Directors' Plan will be subject to stockholder approval to the extent (i) required by applicable law or stock exchange requirements or (ii) the alteration or amendment materially increases that total number of shares of Class A Common that may be issued (except for adjustments or additions made pursuant to the Amended Directors' Plan). Furthermore, no such action shall affect a non-employee director’s rights with regard to shares that were previously issued or transferred to the director or that were earned by, but not yet issued or transferred to, the director, without the director’s consent. All non-employee directors of the Company are automatically included as participants in the Plan. As of February 27, 2026, we had 13 non-employee directors. The basis for participation in the Amended Directors' Plan is election or appointment as a Company non-employee director.

Terms and Conditions. Under the Amended Directors' Plan, the directors are required to receive a portion (as determined by the Board) of their annual retainer (in 2025, $150,000 out of $226,000) in shares of Class A Common (as "Mandatory Shares"). They may also elect to receive all or part of the remainder of the retainer and all other fees in the form of Voluntary Shares. The number of shares of Class A Common issued to a director is determined by taking the dollar value of the amount to be received in Mandatory or Voluntary Shares and dividing it by the average closing price of Class A Common on the New York Stock Exchange at the end of each week during each calendar quarter. The amount of any fractional shares will be paid in cash. Further, shares paid under the Amended Directors' Plan are subject to pro-ration in the event that a non-employee director begins or ceases service during the applicable calendar quarter. Shares issued under the Amended Directors' Plan may be shares of original issuance, treasury shares, or a combination of the two.

Mandatory and Voluntary Shares are fully vested on the date of payment, and the director is entitled to ownership rights in such shares, including the right to vote and receive dividends. However, the directors are generally required to hold the Mandatory Shares for a period of ten years from the last day of the calendar quarter for which the Mandatory Shares were earned and, during that ten-year holding period, the Mandatory Shares cannot be assigned, pledged or otherwise transferred except (i) by will or by the laws of descent and distribution, (ii) in the event of divorce, subject to certain limitations as described in the Amended Directors' Plan, or (iii) to a trust or partnership for the benefit of the director or his or her spouse, children or grandchildren (in which case the transfer restrictions remain in effect). The transfer restrictions lapse earlier on the first to occur of (i) death or permanent disability; (ii) five years from the date of the director's retirement from the Board; (iii) the date that a director has both retired from the Board and reached age 70; or (iv) at such other time as determined by the Board in its sole discretion. Voluntary Shares are not subject to such restrictions. All amounts to be settled in Mandatory Shares or Voluntary Shares will be paid in cash if such shares cannot be issued or transferred.

Subject to adjustment as described in the Amended Directors' Plan, the maximum amount paid to a non-employee director in any calendar year beginning on or after January 1, 2019 shall not exceed the greater of (i) $1,250,000 or (ii) the fair market value of 20,000 shares of Class A Common.

Adjustments. The Board will make or provide for such adjustments in the share price used to determine share payouts, in the kind of shares that may be issued or transferred under the Amended Directors' Plan, in the number of shares of Class A Common issuable in the aggregate and to individual directors under the Amended Directors' Plan, in the number of outstanding Mandatory Shares or Voluntary Shares for each non-employee director, and in the terms applicable to Mandatory Shares or Voluntary Shares, as the Board, in its sole discretion, exercised in good faith, determines is equitably required to reflect (1) any stock dividend, stock split, combination of shares, recapitalization or any other change in the capital structure of the Company, (2) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets or issuance of rights or warrants to purchase securities, or (3) any other corporate transaction or event having an effect similar to any of the foregoing (collectively referred to as an "Extraordinary Event"). Moreover, in the event of any such Extraordinary Event, the Compensation Committee may provide in substitution for any or all outstanding Mandatory Shares or Voluntary Shares such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable under the circumstances and shall require in connection therewith the surrender of all Mandatory Shares or Voluntary Shares so replaced.

Effective Date and Plan Term. This Amended Plan was originally effective as of September 28, 2012, and was further amended and restated effective May 17, 2019 and May 9, 2023. This amendment and restatement of the Plan is effective May 12, 2026 (the “Effective Date”), subject to the approval of the Plan by the stockholders of the Company as of such Effective Date. No Mandatory or Voluntary Shares may be issued or transferred under the Amended Directors' Plan on or after May 12, 2036. However, shares issued or transferred prior to the termination of the Amended Directors' Plan will generally continue to be subject to the terms of the Amended Directors' Plan following such termination.

Federal Income Tax Consequences. This is a brief summary of certain Federal income tax consequences under the Amended Directors' Plan based on Federal income tax laws currently in effect. It is presented for the information of

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stockholders considering how to vote on this Proposal and not for Amended Directors' Plan participants. It is not intended to be complete and does not describe Federal taxes other than income taxes (such as Medicare or Social Security taxes), or state, local or foreign tax consequences. Generally, the recipient will be required to include as taxable ordinary income in the year of receipt of a retainer payment an amount equal to the amount of cash received and the fair market value of any Mandatory and Voluntary Shares received.

Registration with the SEC. We intend to file a Registration Statement on Form S-8 relating to the issuance of shares of Class A Common under the Amended Directors' Plan with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, as soon as practicable after approval of the Amended Directors' Plan by our stockholders.

Final 2025 Awards and Estimated 2026 Awards. Stock awards under the Current Directors' Plan for 2025 issued to the non-employee directors of the Company are shown in the Director Compensation Table on page 12. Stock awards under the Amended Directors' Plan for 2026 and thereafter are not currently determinable but will be equal to the sum of the Mandatory Shares and Voluntary Shares for each director. Since the amount of Voluntary Shares is dependent on the directors' elections and not currently determinable, the following chart shows the anticipated cash value of the Mandatory Shares for the retainer of the non-employee directors under the Amended Directors' Plan for 2026:

New Plan Benefits - Amended Directors' Plan


Name and Position			Dollar Value(s)(1)(2)


Alfred M. Rankin, Jr. - Chairman and CEO - Hyster-Yale			$ -----
Scott A. Minder - Former Senior Vice President , Chief Financial Officer and Treasurer - Hyster-Yale			$ -----
Rajiv K. Prasad - President – Hyster-Yale			$ -----
Anthony J. Salgado - Chief Operating Officer, HYG - Hyster-Yale			$ -----
Chuck F. Pascarelli - Senior Vice President, President, Americas - HYG

SEC Form DEF 14A filed by Hyster-Yale Inc.