Stock award and tax share surrender for NACCO (NC) CEO Butler

Rhea-AI Filing Summary

NACCO Industries reported that a trust associated with President and CEO John C. Butler Jr. acquired 39,630 shares of Class A Common Stock as a stock award under the company’s Executive Long-Term Incentive Compensation Plan. On the same date, the trust surrendered 8,777 Class A shares to the company in a cashless transaction to cover tax withholding on this award, rather than through an open-market sale. After these transactions, the trust’s indirect holdings of Class A shares reported in this line totaled 389,781. The filing also lists additional indirect Class A and Class B holdings through various family trusts, partnerships, and an IRA, with several positions expressly reported as beneficial ownership disclaimed.

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

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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^*

BUTLER JOHN C JR

(Last) (First) (Middle)

NACCO INDUSTRIES, INC.

22901 MILLCREEK BLVD., SUITE 600

(Street)

CLEVELAND OH 44122

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NACCO INDUSTRIES INC [ NC ]

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

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	President & CEO		Member of a Group

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		A(1)		39,630	A	(2)	398,558	I	By Trust(3)
Class A Common Stock	02/17/2026		F(4)		8,777	D	(2)	389,781	I	By Trust(3)
Class A Common Stock								10	I	AMR Associates NC, L.P.(5)
Class A Common Stock								2,191	I	By Spouse/Trust(6)
Class A Common Stock								9,052	I	By RAII/Child 1(7)
Class A Common Stock								4,083	I	By Trust-Child 1(8)
Class A Common Stock								9,208	I	By RAII/Child 2(7)
Class A Common Stock								3,927	I	By Trust-Child 2(8)
Class A Common Stock								67,482	I	By Spouse/Trust(9)
Class A Common Stock								2,800	I	By IRA(10)
Class A Common Stock								4,054	I	By Trust/Daughter(11)
Class A Common Stock								4,055	I	By Trust/Son(12)

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
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	1,022		1,022	I	AMR Associates NC, L.P.(5)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	7,857		7,857	I	By Spouse/Trust(6)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	26,161		26,161	I	By Spouse/RAI(13)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	42,529		42,529	I	to Spouse by RAIV (B)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	9,195		9,195	I	By Spouse/Trust(9)

Explanation of Responses:

1. Shares of Class A Common Stock awarded to the Reporting Person under the Company's Executive Long-Term Incentive Compensation Plan.

2. N/A

3. Reporting Person serves as Trustee of the J.C. Butler, Jr. Revocable Trust.

4. Cashless Exercise-Award shares that Reporting Person surrendered to Company in order to satisfy his/her tax withholding obligations with respect to his/her Long-Term Incentive Plan Stock Award.

5. Represents the Reporting Person's spouse's proportionate limited partnership interest in shares held by AMR NC. Reporting Person disclaims beneficial ownership of all such shares.

6. Held by BTR 2020 GST Trust for the benefit of Reporting Person's spouse. Reporting Person disclaims beneficial ownership of all such shares.

7. Represents the Reporting Person's child's proportionate limited partnership interests in shares held by Rankin Associates II, L.P . Reporting Person disclaims beneficial ownership of all such shares.

8. Held by Trust, John C. Butler, Jr., Trustee, for the benefit of Reporting Person's minor child. Reporting Person disclaims beneficial ownership of all such shares.

9. Held by Trust for the benefit of Reporting Person's Spouse. Reporting Person disclaims beneficial ownership of all such shares.

10. Held in an Individual Retirement Account for the benefit of the Reporting Person.

11. Reporting Person's spouse serves as trustee of the JCB 2020 GST Trust for the benefit of Clara R. Butler.

12. Reporting Person's spouse serves as trustee of the JCB 2020 GST Trust for the benefit of Griffin B. Butler.

13. Represents the Reporting Person's spouse's proportionate limited partnership interests in shares held by Rankin Associates I, L.P.

	/s/ Matthew J. Dilluvio, attorney-in-fact	02/18/2026
	** 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.
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FAQ

What did NACCO (NC) CEO John C. Butler Jr.’s trust acquire in this Form 4?

A trust associated with NACCO CEO John C. Butler Jr. received 39,630 Class A shares as a long-term incentive stock award. The award was granted under NACCO’s Executive Long-Term Incentive Compensation Plan and is reported as an indirect holding through the J.C. Butler Jr. Revocable Trust.

Why were 8,777 NACCO (NC) shares disposed of in this insider filing?

The 8,777 Class A shares were surrendered back to NACCO in a cashless transaction to satisfy tax withholding on the long-term incentive stock award. This is coded as a tax-withholding disposition, not an open-market sale, and reduces the shares retained from the gross award.

How many NACCO (NC) Class A shares does the CEO’s trust hold after these transactions?

After the grant and tax-withholding surrender, the trust line associated with John C. Butler Jr. reports holding 389,781 Class A shares indirectly. This figure reflects the trust’s position following the net effect of the 39,630-share award and 8,777-share tax surrender.

Are all reported NACCO (NC) indirect holdings beneficially owned by the CEO?

No. Several positions are reported through family partnerships and trusts where Butler or his spouse or children are beneficiaries or trustees. The filing explicitly states that beneficial ownership is disclaimed for multiple entities, including certain GST trusts and limited partnership interests.

What types of entities hold NACCO (NC) shares linked to the CEO in this Form 4?

The filing lists indirect holdings through the J.C. Butler Jr. Revocable Trust, AMR Associates NC, L.P., Rankin Associates I and II partnerships, various GST and family trusts for spouse and children, and an individual retirement account, with ownership details and disclaimers described in the footnotes.

Does this NACCO (NC) Form 4 show any open-market buying or selling by the CEO?

The reported transactions are a stock award to a trust associated with the CEO and a related tax-withholding share surrender back to the company. There is no indication of open-market purchases or sales; the remaining entries update indirect holdings positions only.