MANITOWOC CO INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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The Manitowoc Company, Inc.

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THE MANITOWOC COMPANY, INC.

One Park Plaza

11270 West Park Place, Suite 1000

Milwaukee, Wisconsin 53224

(414) 760-4600

March 20, 2026

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders of The Manitowoc Company, Inc. to be held as a virtual meeting at www.virtualshareholdermeeting.com/MTW2026 on Tuesday, May 5, 2026, 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 21, 2026 to facilitate timely delivery.

The 2026 Annual Meeting of The Manitowoc Company, Inc. will be held as follows:

The 2026 Annual Meeting of The Manitowoc Company, Inc. will be held for the following purposes:

To elect nine directors for one-year terms expiring at the 2027 Annual Meeting of Shareholders, all as set forth and described in the Proxy Statement;

To approve The Manitowoc Company, Inc. 2025 Omnibus Incentive Plan as Amended and Restated;

To ratify the appointment of Deloitte & Touche LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2026;

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 2026 Annual Meeting.

Shareholders of record as of the close of business on March 2, 2026, are cordially invited to attend by virtual presence online and are entitled to vote at the 2026 Annual Meeting. However, whether or not you expect to attend the 2026 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 5, 2026

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. Eight of our nine 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 2, 2026

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, 83% 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.

Fiscal year 2025 was marked by a challenging operating environment, influenced by the uncertainty associated with the Great Trade Reset. Despite these conditions, the Company delivered revenue growth of 2.9% to $2.24 billion, while Adjusted EBITDA 1 decreased 5.2% to $121.7 million. The Great Trade Reset affected demand patterns, contributing to elevated inventory levels throughout the year as sales for certain products softened, resulting in days inventory outstanding (“DIO”) of 148 days.

Throughout this period, the Company remained disciplined in applying the principles of The Manitowoc Way and advancing its CRANES+50 strategy. This focus enabled the Company to increase its recurring, higher‑margin non‑new machine sales 2 by $61.4 million to a record $690.5 million. The Company also continued to make meaningful progress on its safety, employee engagement, and environmental sustainability initiatives, including achieving ISO 14001 certification across all manufacturing sites. Additionally, the Company ended the year with its lowest recordable injury rate on record, at 0.94 injuries per 200,000 hours worked.

1 Adjusted EBITDA is a financial measure that is not prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”). A reconciliation of this financial measure to its most closely comparable GAAP measures is included in Annex A.

2 The Company defines non-new machine sales as parts sales, used crane sales, rental revenue, service revenue and other revenue and is a component of the Company's net sales.

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THE MANITOWOC COMPANY, INC.

One Park Plaza

11270 West Park Place, Suite 1000

Milwaukee, Wisconsin 53224

(414) 760-4600