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

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker: C), is issuing $764,000 of unsecured Market-Linked Securities (medium-term senior notes, Series N) linked to the Citi Dynamic Asset Selector 5 Excess Return Index (CIISDA5N). The securities price on 30 Jun 2025, settle on 3 Jul 2025 and mature on 5 Jan 2027 (approx. 18 months).

Key economics

• Denomination: $1,000 per note; aggregate 764 notes.
• Principal protection: 100% at maturity.
• Upside participation: 175% of positive index return; no cap.
• No periodic coupons.
• Return amount is zero if the final index level is at or below the initial level (228.07).
• Estimated value: $972.00 (97.2% of issue price) based on Citigroup’s internal models; issue price $1,000.
• Underwriting fee: up to $10 (1.0%) per note; net proceeds minimum $990 per note.
• Not listed; liquidity relies on Citigroup Global Markets Inc. making a discretionary secondary market.

Index summary

• Rules-based allocation between S&P 500 futures and 10-year U.S. Treasury futures using trend (21-day) and volatility (63-day) signals.
• Three possible portfolios (Equity-Focused, Intermediate, Treasury) with max 66.66% equity exposure.
• Volatility target: 5%; exposure to the selected portfolio can be <100%, with the residual notionally held in cash.
• Annual index fee: 0.85%.

Risk highlights

• Investors forgo interim interest and depend on a single observation on 30 Dec 2026.
• Index may underperform equities in rising markets due to capped equity weight, volatility targeting, and annual fee.
• Credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Liquidity risk: no exchange listing; secondary market, if any, at the underwriter’s discretion and likely below issue price.
• The note’s estimated value is 2.8% below issue price, reflecting fees and hedging costs.

Materiality for Citigroup investors: At $0.8 million face, the issuance is immaterial to Citigroup’s balance sheet but demonstrates ongoing structured-note distribution and fee generation.

Positive

• 100% principal protection at maturity mitigates downside for noteholders.
• 175% upside participation offers leveraged exposure if the index appreciates.
• Full Citigroup Inc. guarantee supports credit quality.
• Generates underwriting fees and low-cost funding for Citigroup, albeit immaterial in scale.

Negative

• No periodic interest; investors face opportunity cost versus conventional bonds.
• Estimated value ($972) below issue price highlights embedded costs.
• Index constraints (66.66% max equity, 0.85% fee, 5% vol-target) may significantly underperform rising equity markets.
• Illiquidity risk: unlisted security with discretionary, potentially wide-spread secondary market.
• Exposure subject to Citigroup credit risk; default would impair principal.

Insights

Structured Products Analyst

TL;DR Small, principal-protected structured note with 175% upside; low impact for Citigroup, moderate complexity for buyers.

The deal offers enhanced participation while safeguarding principal, appealing to yield-substituting retail accounts seeking equity exposure without interim income. The embedded leverage (175%) is modest versus typical CLS notes but coupled with a low-volatility, fee-burdened index—historically flat over five years (-0.1% CAGR). Investors therefore face meaningful opportunity cost if equities rally. From the issuer’s standpoint, the note hedges easily with futures and generates roughly $6.4k in gross underwriting revenue, de minimis for Citigroup. Because proceeds are immaterial and no financial covenants change, the transaction is non-impactful to corporate credit metrics.

Fixed-Income Portfolio Manager

TL;DR Principal is safe barring default, but performance drag (0.85% fee, cash allocation) likely caps returns; neutral for Citigroup.

Structural features—volatility targeting, limited equity weight, futures financing cost—mean the index has lagged the S&P 500 significantly. With only 18 months to maturity and one-day final observation, upside capture is uncertain. Secondary liquidity risk is high given the note’s tiny size and no listing. Tax treatment as contingent payment debt instruments adds reporting complexity. For Citigroup, this is routine funding at sub-wholesale rates, thus neutral to spreads and capital ratios.

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^*

BUTLER JOHN C JR

(Last) (First) (Middle)

5875 LANDERBROOK DRIVE

(Street)

MAYFIELD HEIGHTS OH 44124

(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)	X	Other (specify below)
			Member of a Group

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	56,022	I	Held in trust fbo Reporting Person.
Class A Common Stock								1,967	I	child's proportionate partnership interest shares held by AMR Associates LP(2)
Class A Common Stock								12,700	I	Reporting Person is trustee of Trust fbo child.(2)
Class A Common Stock								1,967	I	child's proportionate partnership interest shares held by AMR Associates LP(2)
Class A Common Stock								12,388	I	Reporting Person is trustee of Trust fbo child.(2)
Class A Common Stock								153,313	I	Spouse's proportionate partnership interest shares held by AMR Associates LP(2)
Class A Common Stock								2,647	I	Spouse serves as Trustee of GSTs for the benefit of Helen R. Butler(2)
Class A Common Stock								183,605	I	Held by Trust for the benefit of Reporting Person's Spouse(2)
Class A Common Stock								2,800	I	Held in an Individual Retirement Account for the benefit of the Reporting Person

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
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	1,892		1,892	I	Child's proportionate partnership interest shares held by AMR Associates LP(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	8,879		8,879	I	Spouse is Trustee of JCB 2020 GST trust fbo Clara Butler(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	18,104		18,104	I	Child's trust?s proportionate interests in shares held by Rankin Associates II.(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	461		461	I	Represents percentage of ownership interest of Rankin Associates V partnership held in trust(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	634		634	I	Child's proportionate interest in shares held by Rankin Associates VI(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	1,892		1,892	I	Child's proportionate partnership interest shares held by AMR Associates LP(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	8,880		8,880	I	Spouse is Trustee of JCB 2020 GST trust fbo Griffin Butler(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	18,416		18,416	I	Child's trust?s proportionate interests in shares held by Rankin Associates II.(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	461		461	I	child's proportionate interests held in shares in Rankin Associates V(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	634		634	I	Child's proportionate interest in shares held by Rankin Associates VI(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	147,481		147,481	I	Spouse's proportionate partnership interest shares held by AMR Associates LP(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	20,160		20,160	I	Spouse is Trustee of BTR 2020 GST trust fbo Helen Butler(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	41,679		41,679	I	Spouse is Trustee of GSTs for the benefit of Helen R. Butler(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	52,321		52,321	I	spouse's proportionate limited partnership interests in shares held by Rankin Associates I, L.P(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	85,056		85,056	I	spouse's proportionate limited partnership interest in shared held by RAIV Class B(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	146		146	I	Spouse's proportionate interest in shares held by Rankin Associates VI(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	2,800		2,800	I	Held in an Individual Retirement Account for the benefit of the Reporting Person

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.

2. Reporting Person disclaims beneficial ownership of all such shares.

3. N/A

	/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

What is the upside participation rate on Citigroup’s 2027 market-linked notes?

The notes provide a 175% participation in any positive return of the Citi Dynamic Asset Selector 5 ER Index between pricing and valuation dates.

Are the Citigroup (C) market-linked securities principal protected?

Yes. Investors receive at least the $1,000 principal per note at maturity, regardless of index performance, subject to Citigroup’s credit risk.

When do the notes mature and how long is the term?

They mature on 5 Jan 2027, roughly 18 months after the 3 Jul 2025 issue date.

Will the securities pay any coupons or interest before maturity?

No. No interim interest or coupon payments are made; all potential return is delivered at maturity.

Why is the estimated value ($972) lower than the $1,000 issue price?

The $28 difference reflects underwriting fees, hedging costs and issuer funding spread, which reduce economic value to investors.

Is there an exchange listing for these notes?

No. The notes are not listed; liquidity, if any, will depend on Citigroup Global Markets Inc.’s secondary-market making.