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~~March 124, ~~2025~~2026

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

New York Stock Exchange

Class A Common Stock, $1 par value per share

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 52.02 ~~Departure~~ ofResults ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Operations ~~Appointment~~and ofFinancial ~~Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~Excess~~On ~~Plan~~March 4, ~~Amendment~~2026, NACCO Industries, Inc. (the “Company”) issued a press release announcing the unaudited financial results for the quarter ended and audited financial results for the year ended December 31, 2025, a copy of which is attached as Exhibit 99 to this Current Report on Form 8-K.

OnThe ~~December~~information ~~12,~~set ~~2025,~~forth ~~the~~in ~~Compensation~~Item ~~and~~2.02 ~~Human~~of ~~Capital~~this ~~Committee~~Current ~~(“Compensation~~Report ~~Committee”)~~on ofForm ~~the~~8-K ~~Board~~and ofthe ~~Directors~~information ofattached ~~NACCO~~hereto ~~Industries,~~are ~~Inc.~~being ~~approved~~furnished ~~NACCO~~by ~~Natural~~the ~~Resources~~Company ~~Corporation’s~~pursuant ~~amendment~~ to ~~The~~Item ~~NACCO~~2.02 ~~Natural~~of ~~Resources~~Form ~~Corporation~~8-K, ~~Excess~~insofar ~~Retirement~~as ~~Plan~~they ~~(“Excess~~disclose ~~Plan”).~~historical ~~The~~information ~~amendment~~regarding isthe ~~effective~~Company's ~~January~~results 1,of ~~2026 (“Amendment”)~~operations.

The ~~Amendment~~information ~~amends~~in ~~the~~Item ~~Excess~~2.02 ~~Plan~~of tothis ~~provide~~Current ~~for~~Report ~~separate~~on ~~deferral~~Form ~~elections~~8-K, toincluding Exhibit 99, shall not be deemed "filed" for the ~~Excess~~purposes ~~Plan~~of ~~and~~Section ~~The~~18 ~~NACCO~~of ~~Natural~~the ~~Resources~~Securities ~~Corporation~~Exchange ~~Retirement~~Act ~~Savings~~of ~~Plan~~1934, ~~and~~or ~~that~~otherwise ~~deferrals~~subject to the ~~Excess~~liabilities ~~Plan~~of dothat ~~not~~section, ~~commence~~nor ~~until~~shall ~~the~~it ~~employee~~be ~~satisfies~~deemed ~~the~~incorporated ~~deferral~~by ~~limit~~reference in any filing under ~~Section~~the ~~402(g)~~Securities Act of ~~the~~1933, ~~Internal~~except ~~Revenue~~as ~~Code~~shall be expressly set forth by specific reference in such a filing.

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~~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.

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


(d) Exhibits

99						NACCO Industries, Inc. fourth quarter and year ended December 31, 2025 earnings release, dated March 4, 2026.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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~~March 164, ~~2025~~2026

NACCO INDUSTRIES, INC.

By:

/s/ ~~Sarah~~Elizabeth EI. ~~Fry~~Loveman

Sarah E. Fry

Elizabeth I. Loveman

Vice President, Associate General Counsel & Assistant Secretary

Senior Vice President and Controller

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