nacco-202512120000789933false00007899332025-12-122025-12-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________________________________________________________________________________________________________________________________________________________________________________
FORM 8-K
| | |
| CURRENT REPORT |
| Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 |
| | | | | | | | | | | | | | | | | | | | |
| Date of Report (Date of earliest event reported): | December 12, 2025 | |
| | | | | | |
| NACCO INDUSTRIES, INC. |
| (Exact name of registrant as specified in its charter) |
| | | | | | |
| Delaware | 1-9172 | 34-1505819 | |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
| | | | | | |
| 22901 Millcreek Blvd | | | | |
| Suite 600 | | | | |
| Cleveland, | Ohio | | | 44122 | |
| (Address of principal executive offices) | | | (Zip code) | |
| | | (440) | | 229-5151 | | |
| (Registrant's telephone number, including area code) |
| N/A |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Class A Common Stock, $1 par value per share | | NC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Excess Plan Amendment
On December 12, 2025, the Compensation and Human Capital Committee (“Compensation Committee”) of the Board of Directors of NACCO Industries, Inc. approved NACCO Natural Resources Corporation’s amendment to The NACCO Natural Resources Corporation Excess Retirement Plan (“Excess Plan”). The amendment is effective January 1, 2026 (“Amendment”).
The Amendment amends the Excess Plan to provide for separate deferral elections to the Excess Plan and The NACCO Natural Resources Corporation Retirement Savings Plan, and that deferrals to the Excess Plan do not commence until the employee satisfies the deferral limit under Section 402(g) of the Internal Revenue Code.
The foregoing description of the Amendment is qualified in its entirety by the full text of the Excess Plan and Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Consulting Agreement with Mr. Alfred M. Rankin, Jr.
The Company and Mr. Alfred M. Rankin, Jr. have mutually agreed that the consulting agreement between the Company and Mr. Rankin will terminate on December 31, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | |
| | | | |
| Date: | December 16, 2025 | | NACCO INDUSTRIES, INC. | |
| | | | |
| | By: | /s/ Sarah E. Fry | |
| | | Sarah E. Fry | |
| | | Vice President, Associate General Counsel & Assistant Secretary
| |