COLUMBUS MCKINNON CORP

TO APPROVE THE ELIMINATION OF RESTRICTIONS ON THE ISSUANCE OF COMMON SHARES IN CONNECTION WITH THE CONVERSION OF THE PREFERRED SHARES AND ON THE VOTING OF PREFERRED SHARES FOR THE PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635 (THE "NASDAQ LISTING RULES PROPOSAL")

In accordance with our obligations under the Investment Agreement, we are asking our shareholders to approve the removal of the “Nasdaq Cap” in connection with the conversion of the Preferred Shares into Common Shares and with respect to the voting of the Preferred Shares. The term “Nasdaq Cap,” as used in this Proposal 4, means the requirement under Nasdaq Listing Rule 5635 for us to obtain shareholder approval before the Preferred Shares may be (i) converted into a number of Common Shares exceeding 19.99% of the Common Shares outstanding immediately prior to the execution of the Investment Agreement, or (ii) voted with respect to a number of Common Shares exceeding 19.99% of the Common Shares outstanding immediately prior to the execution of the Investment Agreement. This Proposal 4 is not seeking shareholder approval to consummate the Kito Crosby Acquisition or to issue the Preferred Shares.

As described in greater detail above under the heading “Description of the Equity Financing,” on February 10, 2025, in connection with the execution of the Stock Purchase Agreement, the Company entered into the Investment Agreement with the CD&R Investors, providing for the purchase by the CD&R Investors of the Preferred Shares in order to partially finance the aggregate consideration payable in the Kito Crosby Acquisition. The Preferred Shares will be convertible perpetual participating preferred shares of the Company, with an initial conversion price for conversion into our Common Shares equal to $37.68 and accrue dividends at a rate of 7.00% per annum. Pursuant to the Investment Agreement, the CD&R Investors agreed that they will purchase 800,000 Preferred Shares at a purchase price of $1,000 per share for an aggregate purchase price of $800.0 million, subject to the terms and conditions therein.

The issuance of the Preferred Shares to the CD&R Investors pursuant to the Investment Agreement is not subject to approval by the Company’s shareholders. Rather, as described in greater detail below under the heading “Reasons for Requesting Shareholder Approval,” we are seeking shareholder approval of this Proposal 4 as required by Nasdaq Listing Rules 5635(a)(1) and 5635(b) to eliminate restrictions on the issuance of Common Shares in connection with the conversion of the Preferred Shares into Common Shares and on the voting of Preferred Shares.

As of June 30, 2025, the conditions to the Equity Financing Closing have not been satisfied in full or waived and, as such, the Preferred Shares have not been issued.

RESTRICTIONS ON CONVERSION OF PREFERRED SHARES

The designation, rights, preferences and limitations of the Preferred Shares will be set forth in the Certificate of Amendment, which is attached to this proxy statement as Exhibit A. Subject to the limitations described below, the Preferred Shares will be convertible at the option of the holders thereof at any time and from time to time, in whole or in part (subject to the Conversion and Vote Limitations described above under the heading “Description of the Preferred Shares”), into fully paid and non-assessable Common Shares at the then-effective conversion price, initially equal to $37.68. This conversion rate will also be subject to customary anti-dilution and other adjustments as set forth in the Certificate of Amendment. The number of Common Shares into which a Preferred Share will be convertible will be determined by dividing the sum of the Liquidation Preference (as defined in the Certificate of Amendment) plus any Accrued Dividends (as defined in the Certificate of Amendment) with respect to such Preferred Share as in effect at the time of conversion by the conversion price in effect at the time of conversion.

2025 Proxy Statement

Proposal 4

Pursuant to the terms of the Certificate of Amendment, the option of the holders of the Preferred Shares to convert their Preferred Shares into Common Shares will be subject to the following limitations:

(i)No holder of Preferred Shares will have the right to convert or vote any of their Preferred Shares into Common Shares prior to (x) the first date on which the Company's shareholders vote at a regular or special meeting of the Company with respect to the matters for which approval is being sought from the Company’s shareholders pursuant to this Proposal 4 or (y) the earlier of (1) receipt of the Requisite Shareholder Approval and (2) unless consented to in writing by the Company, the second anniversary of the Equity Financing Closing.

(ii)Prior to the Company’s shareholders approving the Nasdaq Listing Rules Proposal as is sought pursuant to this Proposal 4, the conversion of the Preferred Shares will be subject to the Nasdaq Cap, which prohibits conversion of the Preferred Shares into a number of Common Shares in excess of 19.99% of the Common Shares outstanding immediately prior to the execution of the Investment Agreement. For purposes of this Proposal 4, we refer to any Common Shares in excess of such 19.99% limitation imposed by the Nasdaq Cap as the “Excess Conversion Shares.”

(iii)Unless agreed to by the Company, no holder of Preferred Shares will be permitted to vote or convert Preferred Shares to Common Shares to the extent such vote or conversion would result in such holder and its affiliates (based on the aggregate Common Shares and Preferred Shares held by such holders and affiliates) having the right to vote more than 45% of the votes held by all shareholders of the Company at any given time. For purposes of this Proposal 4, we refer to the limitation described in this subclause (iii) as the “Voting Cap.”

In addition, the Company may, at its option, require conversion of all (but not less than all) of the outstanding Preferred Shares to Common Shares at any time that the closing price of the Common Shares exceeds 200% of the then-effective conversion price for a period of at least 20 out of 30 consecutive trading days, subject to the satisfaction of certain liquidity requirements and the effectiveness of a shelf registration statement (the “Company Conversion Option”). However, if the Company’s shareholders have not approved the Nasdaq Listing Rules Proposal and, as a result of the exercise of the Company Conversion Option, the Nasdaq Cap would limit the number of Common Shares that could be issued by the Company upon such conversion because certain Common Shares to be issued would constitute Excess Conversion Shares, the Company will not be permitted to exercise the Company Conversion Option. In addition, if as a result of the exercise of the Company Conversion Option, the Voting Cap would apply to the Common Shares to be issued to any holder and its affiliates, the Company may, at its option, convert only such number of Preferred Shares to avoid exceeding the Voting Cap.

So long as the Company’s shareholders have not approved the Nasdaq Listing Rules Proposal and in order to comply with the conversion limitations provided by the Nasdaq Cap, the number of Common Shares issuable upon conversion of the Preferred Shares is capped at 19.99% of our Common Shares outstanding immediately prior to the execution of the Investment Agreement. However, if this Proposal 4 is approved and the Nasdaq Cap is eliminated, such Preferred Shares would represent approximately 43% of our Common Shares outstanding after giving effect to the conversion in full of such Preferred Shares.

RESTRICTIONS ON OPTIONAL REDEMPTION RIGHTS OF PREFERRED SHARES

Subject to certain limitations, the Company will have the option to redeem the outstanding Preferred Shares, in whole or in part, for an aggregate redemption price equal to 200% of the sum of the Liquidation Preference plus the Accrued Dividends on such Preferred Shares in effect at the time of redemption (the “Company Redemption Right”).

However, the Company Redemption Right is only available if holders of Preferred Shares can convert such Preferred Shares into Common Shares without the existence of any Excess Conversion Shares. Therefore, so long as the Company’s shareholders have not approved the Nasdaq Listing Rules Proposal, the Company will be unable to exercise the Company Redemption Right.

COMPANY SHARE ISSUANCE MATTERS

Unless the CD&R Investors have provided their prior written consent, the Investment Agreement prohibits the Company from issuing (i) any Common Shares at a per share price of less than $34.25 (subject to certain adjustments) or (ii) any securities junior

2025 Proxy Statement

Proposal 4

to the Preferred Shares other than Common Shares, in each case prior to the Equity Financing Closing, and if the Company’s shareholders have not approved each of the matters for which shareholder approval is being sought pursuant to Proposal 4, Proposal 5 and Proposal 6 under this proxy statement prior to the Equity Financing Closing, such restrictions will remain in place after the Equity Financing Closing and until the first meeting of shareholders of the Company following the Equity Financing Closing.

RESTRICTIONS ON VOTING RIGHTS FOR PREFERRED SHARES

Subject to the limitations described below, holders of the Preferred Shares generally will be entitled to vote with the holders of the Common Shares on all matters submitted for a vote of holders of Common Shares (voting together with the holders of Common Shares as one class) and will be entitled to a number of votes equal to the number of votes to which Common Shares issuable upon conversion of such Preferred Shares would have been entitled if such Common Shares had been outstanding at the time of the applicable vote and related record date.

However, the number of votes conferred to the Preferred Shares will be limited by the Nasdaq Cap and, as a result, so long as the Company’s shareholders have not approved the Nasdaq Listing Rules Proposal, the Preferred Shares will not be permitted to vote with respect to a number of Common Shares exceeding 19.99% of the Common Shares outstanding immediately prior to the execution of the Investment Agreement. In addition, regardless of whether the Company’s shareholders approve the Nasdaq Listing Rules Proposal, the voting rights of the Preferred Shares are also limited by the Voting Cap whereby no holder of Preferred Shares will be permitted to vote Preferred Shares to the extent such vote would result in such holder and its affiliates (based on the aggregate Common Shares and Preferred Shares held by such holder and its affiliates) having the right to vote more than 45% of the votes held by all shareholders of the Company at any given time.

DIVIDEND MATTERS

Preferred Shares will accrue dividends at a rate of 7.00% per annum (in addition to participating in the Company’s regular Common Share dividends to the extent they exceed $0.07 per calendar quarter), compounded quarterly (payable in cash or in-kind) (such regular quarterly dividends up to $0.07 per calendar quarter, the “Permitted Quarterly Dividends”). Holders of the Preferred Shares will also be entitled to receive certain dividends declared or paid on the Common Shares (other than Permitted Quarterly Dividends) on an as-converted basis (ignoring for these purposes the Nasdaq Cap and the Voting Cap). No dividends will be payable to holders of Common Shares unless the full dividends are paid at the same time to the holders of the Preferred Shares, except for dividends paid in the form of Common Shares, convertible securities, or options, and the Permitted Quarterly Dividends.

TRIGGERING EVENT MATTERS

Each of the following matters constitutes a “Triggering Event” under the Investment Agreement: (i) the Company’s failure to comply with its obligations to effect the conversion of Preferred Shares under the Certificate of Amendment or with respect to certain reorganization transactions, (ii) the Company’s failure to reserve and keep available out of its authorized and unissued Common Shares, solely for the purpose of effecting conversions of the Preferred Shares into Common Shares, a number of Common Shares equal to the number of Common Shares into which the Preferred Shares could be converted disregarding the Nasdaq Cap and the Voting Cap and assuming that the preferred dividend to occur on the next preferred dividend payment date had already been accrued (as is sought to be obtained by amending our Charter to increase the number of authorized Common Shares from 50,000,000 shares to 100,000,000 shares pursuant to Proposal 5) except that such failure will not constitute a Triggering Event prior to the earlier of (x) the date on which the Requisite Shareholder Approval is obtained and (y) July 31, 2025 (the “Shareholder Approval Deadline”), (iii) the Company’s failure to comply with its obligations for treatment of the Preferred Shares in certain reorganizations of the Company, (iv) the Company’s failure to redeem the Preferred Shares when required in accordance with the terms of the Certificate of Amendment, (v) the Requisite Shareholder Approval (as defined above under the heading “Description of the Kito Crosby Acquisition—Description of the Equity Financing”) not having been obtained, except that such failure will not constitute a Triggering Event prior to the Shareholder Approval Deadline (this exception together with the exception set out in clause (ii) above, the “Triggering Event Exceptions”), (vi) the Company taking any action which requires the prior affirmative vote or written consent of any holder of Preferred Shares pursuant to the terms of the Certificate of Amendment, without obtaining such consent, (vii) the Company’s failure to maintain the listing of the Common Shares on Nasdaq or the New York Stock Exchange, or

2025 Proxy Statement

Proposal 4

(viii) any other noncompliance with the terms of the Certificate of Amendment by the Company that is not cured within specified periods.

Upon the occurrence of a Triggering Event, the dividend rate for the Preferred Shares shall automatically increase from 7.00% per annum to 10.00% per annum for so long as the Triggering Event remains in effect.

In addition, at any time during which a Triggering Event is occurring, without the consent of the holders representing at least a majority of the then-issued and outstanding Preferred Shares, no dividends will be declared or paid or set apart for payment, or other distributions declared or made (including repurchases or redemptions other than repurchases or redemptions from directors or employees in the ordinary course), upon any junior equity securities, including the Common Shares, except that, until, December 31, 2026, the Company will still be permitted to make the Permitted Quarterly Dividends.

In addition, during a Triggering Event (and, for this purpose, disregarding the Triggering Event Exceptions), the Company shall not be permitted to consummate a Change of Control (as defined in the Certificate of Amendment) unless it provides each holder of the Preferred Shares the option to either receive the consideration they would have received if all of their Preferred Shares had been converted into Common Shares immediately prior to the effective time of the Change of Control, or have all of their then-outstanding Preferred Shares redeemed in full at a redemption price per share in cash equal to 150% of the sum of the aggregate Liquidation Preference and the aggregate Accrued Dividends of such Preferred Shares as of the date of such redemption.

REASONS FOR REQUESTING SHAREHOLDER APPROVAL

Our Common Shares are listed on the Nasdaq Global Select Market, and, as a result, we are subject to the Nasdaq listing standards set forth in the Nasdaq Listing Rules. Although we are not required under New York law to obtain shareholder approval in connection with the Kito Crosby Acquisition or to issue the Preferred Shares, we are required under Nasdaq Listing Rules 5635(a)(1) and 5635(b) to obtain shareholder approval to remove the Nasdaq Cap. Failure to remove the Nasdaq Cap prior to the Shareholder Approval Deadline would be a Triggering Event under the Certificate of Amendment. In addition, as described below, we agreed to put this Proposal 4 forward under the terms of the Investment Agreement. This Proposal 4 is not seeking shareholder approval to consummate the Kito Crosby Acquisition or to issue the Preferred Shares.

NASDAQ LISTING RULE 5635(a)(1)

Nasdaq Listing Rule 5635(a)(1) requires shareholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company, such as the Kito Crosby Acquisition, where due to the present or potential issuance of common stock, or securities convertible into or exercisable for common stock, other than a public offering for cash: (i) the common stock has or will have upon issuance voting power of 20% or more of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock; or (ii) the number of shares of common stock to be issued is or will be 20% or more of the number of shares of common stock outstanding before the issuance of the stock or securities. In making this calculation, the number of shares issued includes equity compensation awards assumed or in assumed plans.

NASDAQ LISTING RULE 5635(b)

Nasdaq Listing Rule 5635(b) requires shareholder approval prior to the issuance of securities that will result in a change of control of a listed company, which for purposes of Nasdaq Listing Rule 5635(b) is generally deemed to occur when an investor or investor group acquires or has the right to acquire 20% or more of the outstanding shares of common stock or voting power of the company and such ownership or voting power would be the largest ownership position.

SHAREHOLDER APPROVAL REQUIREMENT

Under the terms of the Investment Agreement, (i) we are required to seek to obtain approval of this Proposal 4 at the Annual Meeting, (ii) subject to applicable law and the exercise of fiduciary duties, our Board is required to recommend to our shareholders that such shareholders vote in favor of this Proposal 4. and (iii) we are required use our reasonable best efforts to solicit proxies for this Proposal 4. If approval of this Proposal 4 is not received at the Annual Meeting, we are required to continue to use reasonable best efforts to seek approval of the Nasdaq Listing Rules Proposal at each subsequent meeting of shareholders prior to December 31, 2026 and, if approval of the Nasdaq Listing Rules Proposal is not obtained by July 31, 2026, to call a special meeting of shareholders to be held between August 1, 2026 and December 31, 2026 to seek approval of the Nasdaq Listing Rules Proposal.

2025 Proxy Statement

Proposal 4

If approval of the Nasdaq Listing Rules Proposal is not obtained prior to December 31, 2026, unless we and the CD&R Investors agree otherwise, after such date, there shall be no future votes for the purposes of obtaining approval of the Nasdaq Listing Rules Proposal.

EFFECTS IF PROPOSAL 4 IS APPROVED

If our shareholders approve this Proposal 4, the Nasdaq Cap will be eliminated and, as a result (i) we will be permitted to issue Common Shares upon the conversion of Preferred Shares and (ii) the holders of Preferred Shares will be entitled to vote their Preferred Shares, in each case without regard to the Nasdaq Cap.

However, even if this Proposal 4 is approved, the Voting Cap as provided for in the Certificate of Amendment will remain in effect and no holder of Preferred Shares will be permitted to vote or convert Preferred Shares to Common Shares to the extent such vote or conversion would result in such holder and its affiliates (based on the aggregate Common Shares and Preferred Shares held by such holder and its affiliates) having the right to vote more than 45% of the votes held by all our shareholders at any given time.

EFFECTS IF PROPOSAL 4 IS NOT APPROVED

If our shareholders do not approve this Proposal 4, the Nasdaq Cap will remain in effect, and (i) Company will not be permitted to issue Common Shares in excess of the Nasdaq Cap upon the conversion of Preferred Shares or in connection with the exercise by the holders of Preferred Shares of their preemptive rights and (ii) the number of votes that may be cast by holders of Preferred Shares will be limited so that the Nasdaq Cap is not exceeded. In addition, the Company will not be able to use either the Company Conversion Option or the Company Redemption Right with respect to the Preferred Shares. Furthermore, as described above, our failure to obtain the Requisite Shareholder Approval by the Shareholder Approval Deadline, would constitute a Triggering Event under the terms of the Investment Agreement, which would cause the dividend rate payable on the Preferred Shares to increase from 7.00% per annum to 10.00% per annum for so long as such Triggering Event continued.

As required by the terms of the Investment Agreement, if our shareholders do not approve this Proposal 4, we will be required to put forward a proposal substantially similar to this Proposal 4 for consideration and approval by our shareholders at future annual and special meetings of shareholders. The requirement to put forward a proposal similar to this Proposal 4 for consideration and approval by our shareholders at future shareholder meetings, including the potential need to hold one or more special meetings, would be costly and time-consuming, and would also divert management’s time and attention away from managing our business.

Finally, even if our shareholders do not approve this Proposal 4, we are permitted to consummate the Kito Crosby Acquisition and to issue the Preferred Shares in connection therewith. This Proposal 4 is not seeking shareholder approval to consummate the Kito Crosby Acquisition or to issue the Preferred Shares.

Approval of Proposal 4 requires the affirmative “FOR” vote of the majority of the votes cast (meaning the number of Common Shares voted “FOR” this Proposal 4 must exceed the number of Common Shares voted “AGAINST” this Proposal 4). Abstentions and broker non-votes are not considered “votes cast” for the foregoing purpose and will have no effect on the vote for this Proposal 4.

2025 Proxy Statement