[Form 4] Hamilton Beach Brands Holding Company Insider Trading Activity

Rhea-AI Filing Summary

Advent Technologies Holdings, Inc. (NASDAQ: ADN) filed an 8-K announcing two material events dated July 1, 2025.

1 – Settlement Agreement: The company resolved its previously disclosed dispute with F.E.R. fischer Edelstahlrohre GmbH stemming from a June 25, 2021 share-purchase agreement. Advent will pay Fischer €5,366,625.55 in instalments beginning September 1, 2025. If the total amount is remitted by June 30, 2026, the liability is reduced to €4,366,625.55. In exchange, both parties executed a mutual release of all claims, fully terminating the litigation risk.

2 – Nasdaq Compliance: Advent received a letter from Nasdaq’s Listing Qualifications Department confirming it has regained compliance with Listing Rule 5250(c)(1) after filing its Quarterly Report for the period ended March 31, 2025. The company’s common stock (ADN) and warrants (ADNWW) therefore remain listed on The Nasdaq Stock Market LLC.

Investor takeaway: The 8-K removes two significant overhangs—outstanding litigation and potential delisting—but introduces a cash commitment of up to €5.37 million over the next 12 months, partially mitigated by a €1 million discount for early payment.

Insights

Financial Analyst

TL;DR: Settlement ends legal risk but adds €5.4 m liability; Nasdaq compliance positive—net neutral overall.

The agreement eliminates an unpredictable lawsuit that could have resulted in higher damages or protracted legal costs. However, it creates a direct cash obligation of up to €5.37 million, roughly US$5.8 million, payable within ~12 months. Depending on Advent’s cash reserves, this may tighten liquidity, though the €1 million early-payment discount slightly offsets the burden. Regaining Nasdaq compliance removes delisting risk and preserves share liquidity—critical for investor confidence and future capital raises. Taken together, positives and negatives balance out, yielding a neutral impact on valuation in the near term.

Corporate Governance Expert

TL;DR: Resolving dispute and restoring exchange compliance strengthens governance profile—overall positive.

From a governance standpoint, settling with Fischer demonstrates management’s willingness to address legacy obligations transparently, improving counterparty trust. The mutual release eliminates contingent liabilities that could impede strategic decisions. Simultaneously, timely regulatory filings leading to renewed Nasdaq compliance show improved internal controls over reporting. These steps enhance board credibility, reduce headline risk, and support shareholder protections, thus having a modestly positive governance and listing stability impact.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lane April L.

(Last) (First) (Middle)

4421 WATERFRONT DRIVE

(Street)

GLEN ALLEN VA 23060

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hamilton Beach Brands Holding Co [ HBB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/01/2025		A(1)		1,610	A	(2)	3,717	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares of Class A Common Stock awarded to the Reporting Person as "Required Shares" under the Company's Non-Employee Directors' Equity Compensation Plan.

2. N/A

	/s/ Brent A. Ashley, attorney-in-fact	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What is the total settlement amount Advent Technologies (ADN) must pay?

Advent agreed to pay €5,366,625.55, reducible to €4,366,625.55 if fully paid by June 30, 2026.

When do settlement payments to Fischer begin?

Installment payments start on September 1, 2025.

How does the settlement affect Advent’s Nasdaq listing?

The settlement itself does not affect listing status, but Advent separately regained compliance with Nasdaq Rule 5250(c)(1) by filing its Q1 2025 report.

What claims are being released under the Settlement Agreement?

Both Advent and Fischer agreed to a mutual release of all claims related to the 2021 share-purchase agreement.

What triggered Advent’s Nasdaq compliance issue and how was it resolved?

Non-timely periodic filings caused the issue; compliance was restored upon filing the Quarterly Report for March 31, 2025.