MANITOWOC CO INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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THE MANITOWOC COMPANY, INC.

One Park Plaza

11270 West Park Place, Suite 1000

Milwaukee, Wisconsin 53224

(414) 760-4600

March 21, 2025

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders of The Manitowoc Company, Inc. to be held as a virtual meeting at {www.virtualshareholdermeeting.com/MTW2025} on Tuesday, May 6, 2025, at 9:00 a.m., Central Daylight Time.

We encourage you to access and review all of the information contained in the Proxy Statement and accompanying materials before voting. The Proxy Statement and the Company’s Annual Report are available at www.proxyvote.com.

If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before April 22, 2025 to facilitate timely delivery.

The 2025 Annual Meeting of The Manitowoc Company, Inc. will be held as follows:

The 2025 Annual Meeting of The Manitowoc Company, Inc. will be held for the following purposes:

To elect eight directors for one-year terms expiring at the 2026 Annual Meeting of Shareholders, all as set forth and described in the Proxy Statement;

To approve The Manitowoc Company, Inc. 2025 Omnibus Incentive Plan;

To ratify the appointment of Deloitte & Touche LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2025;

To conduct an advisory vote to approve the compensation of the Company’s named executive officers; and

To transact such other business as may properly come before the 2025 Annual Meeting.

Shareholders of record as of the close of business on March 3, 2025, are cordially invited to attend by virtual presence online and are entitled to vote at the 2025 Annual Meeting. However, whether or not you expect to attend the 2025 Annual Meeting by virtual presence online, you are requested to properly complete the proxy card online at www.proxyvote.com or to obtain, complete, date, sign, and promptly return a hard copy of the proxy card, which can be obtained by request through the website, toll free number or email address noted above.

By Order of the Board of Directors

Jennifer L. Peterson

Executive Vice President, General Counsel and Secretary

Milwaukee, Wisconsin

PROXY SUMMARY

Board and Corporate Governance Highlights - As of May 6, 2025

Our Board represents a balance of longer-tenured members with in-depth knowledge of our business and newer members who bring valuable additional attributes, skills and experience. Seven of our eight continuing directors are independent and provide strong oversight of our long-term strategy. We believe that directors with different backgrounds and experiences make our boardroom and the Company stronger.

The Company also believes that strong corporate governance practices help create long-term value for our shareholders. The commitment to transparent corporate governance ensures that the Company is managed and monitored in a responsible and value-driven manner. Our Corporate Governance Guidelines, along with the charters of each of our Board Committees and the key practices of our Board, provide the framework for corporate governance at the Company. The Corporate Governance and Sustainability Committee believes that our Board is most effective when it embodies a diverse set of viewpoints and practical experiences. The Corporate Governance Guidelines ensure that the Corporate Governance and Sustainability Committee considers the diversity of viewpoints, backgrounds, qualifications, experiences, expertise, and skill sets when identifying and recommending to the Board qualified candidates for Board membership.

As shown below, the members of our Board have a range of experiences, viewpoints, backgrounds, and expertise.

(1) As of March 3, 2025

Proxy Summary

Executive Compensation Highlights

The Compensation Committee believes the executive compensation program at Manitowoc is structured to drive short and long-term objectives aligned with the Company strategy and shareholder interests. The program rewards value creation at all stages of the business cycle and provides an increasing percentage of performance-based compensation at higher levels of executive responsibility. This performance-based compensation is both market competitive and internally equitable. Based on this philosophy, 84% of the CEO's target pay and 67% of the other NEOs’ target pay was, on average, tied to at-risk short-term and long-term incentive plans.

2024 was characterized by a difficult environment with continuing geopolitical and macroeconomic uncertainty which saw revenue and Adjusted EBITDA decline by 2.2% and 26.8%, respectively. In spite of this difficult environment, the Company remained focused on applying the principles of The Manitowoc Way and executing its CRANES+50 strategy. With this focus, the Company grew its recurring, higher margin non-new machine sales 1 by $16.5 million to $629.1 million, a new record. In addition, the Company continued its path to be more environmentally sustainable, achieving significant gains in resource efficiency and reducing its net greenhouse gas emissions. The Company also ended the year with its second lowest recordable injury rate on record of 1.19 injuries per 200,000 hours worked.

1 Adjusted EBITDA and non-new machine sales are financial measures that are not prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”). A reconciliation of these financial measures to their most closely comparable GAAP measures is included in Annex A.

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THE MANITOWOC COMPANY, INC.

One Park Plaza

11270 West Park Place, Suite 1000

Milwaukee, Wisconsin 53224

(414) 760-4600