NACCO Industries (NYSE: NC) revises excess retirement plan and ends Rankin consulting

Rhea-AI Filing Summary

NACCO Industries, Inc. reported two updates related to employee benefits and governance. Its Compensation and Human Capital Committee approved an amendment to NACCO Natural Resources Corporation’s Excess Retirement Plan, effective January 1, 2026. The change allows employees to make separate deferral elections to the Excess Plan and to The NACCO Natural Resources Corporation Retirement Savings Plan, and provides that deferrals to the Excess Plan begin only after an employee reaches the deferral limit under Section 402(g) of the Internal Revenue Code.

The company also disclosed that its consulting agreement with Alfred M. Rankin, Jr. will terminate by mutual agreement on December 31, 2025. The full text of the Excess Retirement Plan amendment is included as an exhibit to the report.

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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

10.1 Amendment No. 1 to The NACCO Natural Resources Corporation Excess Retirement Plan (effective January 1, 2025).

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

FAQ

What retirement plan change did NACCO Industries (NC) disclose?

NACCO Industries disclosed that its Compensation and Human Capital Committee approved an amendment to NACCO Natural Resources Corporation’s Excess Retirement Plan, effective January 1, 2026. The amendment allows separate deferral elections to the Excess Plan and the Retirement Savings Plan, and starts Excess Plan deferrals only after an employee reaches the Section 402(g) deferral limit.

When does the amended Excess Retirement Plan at NACCO become effective?

The amendment to NACCO Natural Resources Corporation’s Excess Retirement Plan is stated to be effective on January 1, 2026, as approved by the Compensation and Human Capital Committee of NACCO Industries’ Board.

How does the NACCO Excess Plan amendment affect employee deferrals?

The amendment provides for separate deferral elections to the Excess Retirement Plan and The NACCO Natural Resources Corporation Retirement Savings Plan. It also specifies that deferrals to the Excess Plan do not begin until an employee has met the deferral limit under Section 402(g) of the Internal Revenue Code.

What did NACCO Industries (NC) announce about Alfred M. Rankin, Jr.’s consulting agreement?

NACCO Industries reported that the company and Alfred M. Rankin, Jr. have mutually agreed to terminate their consulting agreement. The agreement will end on December 31, 2025.

Is the full text of NACCO’s Excess Retirement Plan amendment available?

Yes. The full text of the amendment to The NACCO Natural Resources Corporation Excess Retirement Plan is included as Exhibit 10.1 to the report and is incorporated by reference.

Which committee of NACCO’s Board approved the Excess Plan amendment?

The amendment to the Excess Retirement Plan was approved by the Compensation and Human Capital Committee of the Board of Directors of NACCO Industries, Inc.