[Form 4] Hyster-Yale, Inc. Insider Trading Activity

Rhea-AI Filing Summary

WhiteHorse Finance, Inc. (NASDAQ: WHF) has released its 2025 Definitive Proxy Statement. Stockholders as of June 6, 2025 are invited to a fully-virtual annual meeting on July 30, 2025 at 1:00 p.m. ET.

Key voting items

• Proposal 1: Elect two Class I independent directors—G. Stacy Smith and John P. Volpe—for terms expiring in 2028.
• Proposal 2: Ratify Crowe LLP as independent registered public accounting firm for FY 2025.

Ownership & capital

• 23,243,088 shares of common stock outstanding; one vote per share.
• Largest holder: H.I.G. Bayside Loan Opportunity Fund IV, L.P. with 17.1%.
• All officers & directors as a group control 2.5% of shares.

Governance structure

• Seven-member staggered board; four independent directors (majority).
• Independent directors chair Audit, Compensation, and Nominating/Governance committees.
• John Bolduc (H.I.G. Capital) remains non-independent Board Chair; no Lead Independent Director, but Audit Chair Rick P. Puckett acts as liaison.

Advisor & fee highlights

• Base management fee paid to WhiteHorse Advisers totaled $12.1 million for FY 2024; fee rate reduced to 1.75% from 2.00% effective Jan 1 2024.
• Performance-based incentive fee was $9.3 million.
• Administration fees to WhiteHorse Administration were $0.7 million.

Audit & financial controls

• Crowe billed WHF $0.517 million in FY 2024 (audit fees $0.487 million; other fees $0.030 million).
• Audit Committee (all independent) pre-approves all audit/non-audit services; Rick D. Puckett qualified as financial expert.

Director compensation

• Independent director annual retainer increased to $107,500 (from $102,000) effective Oct 30 2024; additional chair fees apply.

Notable governance considerations for investors: management and H.I.G. affiliates continue to hold significant ownership and receive externally-managed fee streams, creating potential conflicts addressed via existing policies. No material business transactions, mergers, or changes in capital structure are proposed.

Positive

• Base management fee reduced to 1.75%, offering a modest expense-ratio benefit to shareholders.
• Board majority is independent and all key committees are chaired by independent directors, supporting strong governance.
• Audit fees remain low ($0.517 m) and the Audit Committee includes a qualified financial expert, indicating robust financial oversight.

Negative

• Significant related-party influence: H.I.G. affiliates own 17.1% and control the external adviser, creating ongoing conflicts of interest.
• High incentive fee ($9.3 m) relative to assets, which may pressure net investment income and total return.
• No lead independent director; Board chair is an interested director, potentially diluting independent oversight.

Insights

Corporate Governance Expert

TL;DR: Routine proxy—board majority independent, modest fee cut, but advisor affiliation and incentive fees remain core conflict.

The filing presents a standard annual-meeting agenda: elect two independent directors and ratify the auditor. Governance mechanics appear sound—independent committees, financial-expert audit chair, and virtual-shareholder participation. The earlier reduction of the base management fee to 1.75% modestly improves cost efficiency, yet the $9.3 million incentive fee (≈77% of the base) underscores the pay-for-performance tilt and heightens alignment concerns. H.I.G. affiliates’ 17% stake plus advisory, administration, and license agreements illustrate the externally managed BDC model’s inherent conflicts, mitigated by a detailed allocation and valuation framework. No anti-takeover maneuvers, equity issuances, or compensation plan changes are proposed, so overall impact on shareholder rights is neutral.

Portfolio Manager

TL;DR: No market-moving items; watch fee drag and insider alignment—otherwise standard BDC housekeeping.

From a portfolio perspective, the proxy lacks catalysts: no dividend policy change, leverage amendment, or strategic transaction. Electing Smith and Volpe merely maintains board continuity. Crowe’s reappointment signals audit stability, and audit fees remain a negligible 2 bps of assets. The base-fee haircut already in place lowers expense ratio marginally; nevertheless, combined base plus incentive fees (~$21.4 mm) still exceed 4% of net assets, so fee drag persists. Shareholder concentration by H.I.G. keeps influence high but also indicates sponsor commitment. Net takeaway: filing is administratively important yet financially neutral; position sizing or valuation thesis for WHF should rest on forthcoming Q2 results, not this proxy.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Eliopoulos Edward T

(Last) (First) (Middle)

5875 LANDERBROOK DRIVE

SUITE 300

(Street)

CLEVELAND OH X1

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HYSTER-YALE, INC. [ HY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/01/2025		A(1)		948	A	$0	13,484	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Award-Shares of Class A Common Stock awarded to the Reporting Person as "Required Shares" under the company's Non-Employee Directors' Equity Compensation Plan.

	/s/ Suzanne S. Taylor, attorney-in-fact	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

When is the 2025 WhiteHorse Finance (WHF) annual meeting?

The virtual meeting is scheduled for July 30, 2025 at 1:00 p.m. ET via www.virtualshareholdermeeting.com/WHF2025.

What proposals will WHF stockholders vote on?

Stockholders will vote to elect two Class I directors (G. Stacy Smith and John P. Volpe) and to ratify Crowe LLP as the 2025 independent auditor.

What is the record date and how many shares are outstanding?

Holders of record on June 6, 2025 may vote. There were 23,243,088 common shares outstanding on that date.

How much does WHF pay its external adviser and administrator?

For FY 2024 WHF paid $12.1 m in base management fees (1.75% rate), $9.3 m in incentive fees, and $0.7 m in administration fees.

What are Crowe LLP’s audit fees for WHF?

Crowe billed $0.487 m in audit fees and $0.030 m in other fees, totaling $0.517 m for FY 2024.

Who are WHF’s largest shareholders?

H.I.G. Bayside Loan Opportunity Fund IV, L.P. owns 17.1% of shares; all officers and directors together own 2.5%.