Marc Elliott becomes indirect controlling person at Gencor (NYSE: GENC)

Rhea-AI Filing Summary

Gencor Industries, Inc. reports that a change in control may be deemed to have occurred on May 1, 2026, following an internal Elliott family ownership transfer. Membership interests in the LLC that controls the Elliott Family Limited Partnership were reassigned as a gift to Marc G. Elliott, giving him control of the LLC and, indirectly, the partnership.

The partnership beneficially owns 1,518,828 shares, or 12.3%, of Gencor’s common stock and 2,022,477 shares, or 87.2%, of its Class B stock as of February 5, 2026. After the transfer, Marc G. Elliott may be deemed to beneficially own 1,787,844 common shares (14.5%) and 2,214,757 Class B shares (95.5%).

Because Gencor’s Class B stock elects 75% of the board of directors voting separately as a class, Marc G. Elliott may be deemed to have acquired indirect control of the company through this structure. The transfer was characterized as a gift for no consideration, and the company states it is not aware of other arrangements that would further change control.

Insights

Corporate governance analyst

Control shifts within the Elliott family via gifted interests, concentrating Class B voting power in Marc G. Elliott.

This event centers on internal restructuring of the Elliott family’s holding entities. By receiving additional membership interests in the LLC that manages the family partnership, Marc G. Elliott became its manager and the indirect controlling person of the partnership’s sizeable Gencor holdings.

The partnership’s 87.2% stake in Class B stock as of February 5, 2026, rising to 95.5% deemed beneficial ownership by Marc G. Elliott, is important because Class B elects 75% of Gencor’s board. That mechanism effectively shifts board-level control without an open-market transaction.

The transfer was executed as a gift for no consideration, suggesting this is a family succession step rather than a third‑party takeover. The company notes it is unaware of other arrangements that would further alter control, so the main governance change is the new concentration of voting influence in Marc G. Elliott.

8-K Event Classification

Item 5.01 — Changes in Control of Registrant

1 item

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Key Figures

LP common stock holding: 1,518,828 shares (12.3%) LP Class B holding: 2,022,477 shares (87.2%) Marc Elliott common ownership: 1,787,844 shares (14.5%) +2 more

5 metrics

LP common stock holding 1,518,828 shares (12.3%) Gencor common stock beneficially owned by LP as of February 5, 2026

LP Class B holding 2,022,477 shares (87.2%) Gencor Class B stock beneficially owned by LP as of February 5, 2026

Marc Elliott common ownership 1,787,844 shares (14.5%) Common stock Marc G. Elliott may be deemed to beneficially own as of change in control date

Marc Elliott Class B ownership 2,214,757 shares (95.5%) Class B stock Marc G. Elliott may be deemed to beneficially own as of change in control date

Board election power 75% of directors Portion of Gencor’s board elected solely by Class B stockholders

Key Terms

change in control, beneficially owns, Class B stock, pecuniary interest, +1 more

5 terms

change in control regulatory

"On May 1, 2026 (the “Change in Control Date”), a change in control of Gencor Industries, Inc. may be deemed to have occurred"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

beneficially owns financial

"The LP beneficially owns 1,518,828 shares, or 12.3%, of the Company’s common stock and 2,022,477 shares, or 87.2%, of the Company’s Class B stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Class B stock financial

"Under the Company’s Certificate of Incorporation, holders of the Company’s Class B stock elect 75% of the members of the Company’s board of directors"

Class B stock is a type of company share that usually carries different voting or economic rights than the more common Class A shares — for example, fewer votes per share or different dividend rules. Investors care because those differences affect control and potential returns: it’s like owning a cheaper seat at an event that gives less say over what happens, so Class B shares can trade at different prices and influence how much sway a shareholder has over company decisions.

pecuniary interest financial

"Marc G. Elliott has disclaimed beneficial ownership of the Shares held by the LP except to the extent of his pecuniary interest therein"

emerging growth company regulatory

"Emerging growth company    On May 1, 2026 (the “Change in Control Date”), a change in control of Gencor Industries, Inc. may be deemed to have occurred"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

GENCOR INDUSTRIES INC false 0000064472 0000064472 2026-05-01 2026-05-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report: May 1, 2026

(Date of earliest event reported)

GENCOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-11703		59-0933147
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5201 North Orange Blossom Trail, Orlando, Florida 32810

(Address of principal executive offices) (Zip Code)

(407) 290-6000

(Registrant’s telephone number, including area code)

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(s)		Name of each exchange on which registered
Common Stock ($.10 Par Value)		GENC		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 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 5.01. Changes in Control of Registrant

On May 1, 2026 (the “Change in Control Date”), a change in control of Gencor Industries, Inc. (the “Company”) may be deemed to have occurred in connection with the transfer of indirect beneficial ownership of shares of the Company’s common stock and Class B stock from certain persons, including E.J. Elliott, to Marc G. Elliott.

E.J. Elliott Family Limited Partnership, a Nevada limited partnership (the “LP”), is managed and controlled by its sole general partner, E.J. Elliott, LLC, a Nevada limited liability company (the “LLC”), which has authority to manage and control the affairs of the LP and its assets. The LP beneficially owns 1,518,828 shares, or 12.3%, of the Company’s common stock and 2,022,477 shares, or 87.2%, of the Company’s Class B stock (together, the “Shares”), as of February 5, 2026. As a result of this structure, the manager of the LLC may be deemed to have indirect voting and dispositive power over the Shares held by the LP.

Prior to the Change in Control Date, E.J. Elliott was a member and the manager of the LLC, and he was the beneficial owner of approximately 13.3% of the Company’s common stock and 87.9% of the Company’s Class B stock. Under the Company’s Certificate of Incorporation, holders of the Company’s Class B stock elect 75% of the members of the Company’s board of directors voting separately as a class. On matters other than the election of directors, the holders of the Company’s common stock and Class B stock generally vote together, with holders of such shares entitled to one vote for each share held by them.

On the Change in Control Date, certain members of the LLC, including E.J. Elliott, executed assignments transferring their respective membership interests in the LLC to Marc G. Elliott, effective immediately, as a gift for no consideration. As a result, Marc G. Elliott’s membership interest in the LLC increased, exceeding 50%, and he became the manager of the LLC and, indirectly, the controlling person of the LP.

Based on the foregoing, as of the Change of Control Date, Marc G. Elliott may be deemed to beneficially own 1,787,844 shares, or 14.5%, of the Company’s common stock and 2,214,757 shares, or 95.5%, of the Company’s Class B stock, and as a result he may be deemed to have acquired indirect control of the Company on the Change in Control Date through his management and control of the LLC (which LLC, is the general partner of the LP). Marc G. Elliott has disclaimed beneficial ownership of the Shares held by the LP except to the extent of his pecuniary interest therein.

To the knowledge of the Company, there are no current arrangements or understandings among the LP, the LLC or Marc G. Elliott and any other persons with respect to other matters that may result in a change in control of the Company.

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.

				GENCOR INDUSTRIES, INC.
May 7, 2026				By:		/s/ Marc G. Elliott
						Marc G. Elliott, President and Chairman of the Board

FAQ

What change in control did Gencor (GENC) disclose on May 1, 2026?

Gencor disclosed that a change in control may be deemed to have occurred when Marc G. Elliott became manager of the LLC controlling the Elliott family partnership. That partnership holds significant common and Class B stakes, giving him indirect control through concentrated voting power in the Class B shares.

How many Gencor shares may Marc G. Elliott now beneficially own?

As of the change in control date, Marc G. Elliott may be deemed to beneficially own 1,787,844 shares of Gencor common stock, or 14.5%, and 2,214,757 shares of Class B stock, or 95.5%. He has disclaimed beneficial ownership of partnership shares except to the extent of his pecuniary interest.

Why is Gencor’s Class B stock important for corporate control?

Under Gencor’s Certificate of Incorporation, holders of Class B stock elect 75% of the board of directors, voting separately as a class. On other matters, common and Class B stock generally vote together, one vote per share. This structure makes large Class B holders especially influential in board composition.

How was control of Gencor’s key holding entities transferred to Marc G. Elliott?

On the change in control date, certain members of the LLC, including E.J. Elliott, assigned their membership interests in the LLC to Marc G. Elliott. These assignments were described as a gift for no consideration, immediately increasing his membership interest above 50% and making him the LLC’s manager.

What role does the Elliott Family Limited Partnership play in Gencor ownership?

The E.J. Elliott Family Limited Partnership beneficially owns 1,518,828 Gencor common shares (12.3%) and 2,022,477 Class B shares (87.2%) as of February 5, 2026. Its sole general partner is the LLC managed by Marc G. Elliott, giving him indirect voting and dispositive power over these holdings through that structure.

Are there other known arrangements that could further change control of Gencor (GENC)?

Gencor states that, to its knowledge, there are no current arrangements or understandings among the Elliott Family Limited Partnership, the LLC, or Marc G. Elliott and any other persons regarding additional matters that may result in a further change in control of the company beyond this disclosed ownership shift.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB