[8-K] Hyster-Yale, Inc. Reports Material Event

Rhea-AI Filing Summary

On 5-Aug-2025 Vera Therapeutics (VERA) executed a new $200 million at-the-market (ATM) Sales Agreement with TD Securities (USA) LLC (TD Cowen). The facility allows Vera to issue Class A common stock from time to time on Nasdaq or through negotiated block trades, with TD Cowen acting as sales agent or principal.

Key terms: Vera may sell up to $200 million of shares; TD Cowen will receive up to 3.0 % of gross proceeds as commission; sales occur under shelf Registration Statement Form S-3 (File No. 333-282861) and a prospectus supplement dated 5-Aug-2025. Either party can terminate the agreement at will, and the company is under no obligation to issue shares.

The new agreement replaces and terminates the prior ATM program dated 3-Jun-2022. Cooley LLP provided a legality opinion (Exhibit 5.1). No financial results or guidance accompanied the filing. The arrangement enhances liquidity optionality but poses dilution risk if fully utilized.

Positive

• $200 million ATM facility provides substantial funding capacity without immediate dilution
• Flexible termination and no obligation to sell give management control over capital timing

Negative

• Potential dilution of up to $200 m (~33% of market cap) if fully utilized
• 3 % commission adds issuance cost, slightly reducing net proceeds

Insights

Financial Analyst

TL;DR: $200 m ATM gives Vera liquidity flexibility; dilution only if tapped; overall neutral-to-slightly positive.

The ATM program is material because it represents roughly one-third of Vera’s recent $600 m market cap, giving management a sizable, low-cost financing lever ahead of key clinical milestones. The 3 % commission is standard and the ability to terminate preserves flexibility. However, absent immediate issuance, the filing is capital-structure optionality rather than an actual fund-raise, so near-term valuation impact should be modest. Investors should monitor usage levels disclosed in future 10-Qs to gauge dilution.

Biotech Industry Specialist

TL;DR: Typical biotech move to fund pipeline; watch dilution versus trial progress.

Biotech issuers frequently employ ATM facilities to bridge financing between clinical catalysts. Vera’s lead asset, atacicept, is in late-stage IgAN trials; trial costs could accelerate cash burn, making this ATM a prudent safety net. Still, issuing shares during price weakness could be value-destructive. Timely data readouts that lift the share price would make use of the facility less dilutive. Strategically, the agreement signals management’s intent to avoid large discounted secondaries.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 _______________________________________________________________________________________________________________________________________________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):						August 5, 2025
HYSTER-YALE, INC.
(Exact name of registrant as specified in its charter)
Delaware			000-54799			31-1637659
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)
5875 Landerbrook Drive, Suite 300
Cleveland			(440)
OH			449-9600			44124-4069
(Address of principal executive offices)			(Registrant's telephone number, including area code)			(Zip code)
			N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share			HY			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.    

Item 7.01 Regulation FD Disclosure.

On August 5, 2025, Hyster-Yale, Inc. (the “Company”) posted on its website, hyster-yale.com, an updated investor presentation. A copy of which is attached as Exhibit 99 to this Current Report on Form 8-K.

The information disclosed above under Item 2.02 with respect to the investor presentation is incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99, is furnished pursuant to Item 2.02 and Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly stated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
99						Hyster-Yale, Inc. Investor Presentation.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:			August 5, 2025						HYSTER-YALE, INC.
						By:			/s/ Dena R. McKee
									Dena R. McKee
									Title: Vice President, Controller and Chief Accounting Officer

FAQ

How much capital can Vera Therapeutics (VERA) raise under the new ATM program?

Up to $200 million of Class A common stock may be sold through TD Cowen.

What commission will TD Cowen receive for selling VERA shares?

TD Cowen is entitled to up to 3.0 % of the gross sales proceeds.

Does the agreement obligate Vera Therapeutics to issue shares?

No. The company is not obligated to sell any shares and may terminate the agreement at any time.

Why did Vera terminate its prior 2022 Sales Agreement?

The new 2025 Sales Agreement replaces and simultaneously terminates the June 3 2022 ATM facility with the same agent.

Under which SEC registration statement will the shares be sold?

Sales will occur under Form S-3 File No. 333-282861 and the prospectus supplement dated 5-Aug-2025.

What is the potential impact on existing shareholders?

If the full $200 m capacity is used, shareholders face dilution; actual impact depends on issuance volume and price.