[8-K] Hamilton Beach Brands Holding Company Reports Material Event

Rhea-AI Filing Summary

Orrstown Financial Services (ORRF) – Form 4 filing: Chief Human Resources Officer Heather K. Knisely reported one transaction dated 07/28/2025. Using transaction code F (share withholding to satisfy tax obligations), Knisely disposed of 4,219 restricted shares at an implied price of $34.55 per share. No shares were sold into the open market.

Post-transaction holdings:

• Common stock: 9,795 shares
• Restricted stock: 1,756 shares (various vesting schedules)
• Restricted stock units: 1,755 units, cliff-vesting after three years based on performance targets

The filing reflects routine tax-related withholding; there is no indication of discretionary buying or selling. Overall impact on insider ownership and investor sentiment appears immaterial.

Positive

• None.

Negative

• Insider share count decreased by 4,219 shares, albeit for tax withholding rather than discretionary selling, which may still be viewed marginally negatively by some investors.

Insights

Financial Analyst

TL;DR: Routine tax-withholding; neutral signal.

The F-code transaction shows Knisely surrendered 4,219 restricted shares to cover taxes triggered by vesting. Because the shares never reached the open market, there is no incremental supply pressure and her net ownership (≈13,300 shares including RSUs) remains substantial. Such administrative disposals are common and typically carry little informational value for investors. I view the filing as not impactful to ORRF’s investment thesis.

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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 (Date of earliest event reported):									July 30, 2025
HAMILTON BEACH BRANDS HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Delaware						001-38214			31-1236686
(State or other jurisdiction of incorporation)						(Commission File Number)			(IRS Employer Identification No.)
4421 WATERFRONT DR			GLEN ALLEN			VA			23060
(Address of principal executive offices)									(Zip code)
			(804)			273-9777
(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 (see General Instruction A.2. below):

☐			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

Class A Common Stock, Par Value $0.01 Per Share

HBB

New York Stock Exchange

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 2.02 Results of Operations and Financial Condition.

On July 30, 2025, Hamilton Beach Brands Holding Company (the “Company”) issued a press release announcing its unaudited financial results for the second quarter ended June 30, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99 and is incorporated herein by reference.

The information set forth in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99, are being furnished by the Company pursuant to Item 2.02 of Form 8-K, insofar as they disclose historical information regarding the Company’s results of operations.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

As described in Item 2.02 of this Current Report on Form 8-K, the following Exhibit is furnished as part of this Current Report on Form 8-K.

(d) Exhibits
99						Hamilton Beach Brands Holding Company second quarter ended June 30, 2025 earnings release, dated July 30, 2025
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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:			July 30, 2025						HAMILTON BEACH BRANDS HOLDING COMPANY
						By:			/s/ Sally M. Cunningham
						Name:			Sally M. Cunningham
						Title:			Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)/(Principal Accounting Officer)

FAQ

Who executed the insider transaction reported by ORRF?

Chief Human Resources Officer Heather K. Knisely was the reporting person.

How many ORRF shares were involved in the transaction?

Knisely disposed of 4,219 restricted shares to satisfy tax obligations.

What was the transaction code in the ORRF Form 4?

The filing used code F, indicating share withholding for taxes upon vesting.

At what price were the shares valued for tax withholding?

The shares were valued at approximately $34.55 each.

How many ORRF shares does the insider now own?

After the transaction, Knisely beneficially owns 9,795 common shares, 1,756 restricted shares, and 1,755 RSUs.