GENCOR INDUSTRIES INC 8-K

What Happened
GENCOR Industries Inc. filed an 8-K (May 7, 2026) reporting that certain membership interests in E.J. Elliott, LLC (the LLC) were assigned to Marc G. Elliott, which caused him to become manager of the LLC and, indirectly, the controlling person of E.J. Elliott Family Limited Partnership (the LP). The LP beneficially owned 1,518,828 common shares (12.3%) and 2,022,477 Class B shares (87.2%) as of February 5, 2026. After the transfers (executed as gifts for no consideration on the "Change in Control Date"), Marc G. Elliott may be deemed to beneficially own 1,787,844 common shares (14.5%) and 2,214,757 Class B shares (95.5%).

Key Details

• Filing date: May 7, 2026; LP share counts reported as of February 5, 2026.
• Pre-transfer holdings (E.J. Elliott): ~13.3% of common stock and 87.9% of Class B stock.
• Post-transfer attributable to Marc G. Elliott: 1,787,844 common shares (14.5%) and 2,214,757 Class B shares (95.5%).
• Under the Certificate of Incorporation, Class B holders elect 75% of the board (voting separately); common and Class B generally vote together on other matters (one vote per share). Marc disclaimed beneficial ownership of LP-held shares except to the extent of any pecuniary interest.

Why It Matters
This transfer may constitute an indirect change in control because the LLC’s manager can exercise voting and dispositive power over the LP’s shares. Given that Class B shares elect 75% of the board, the shift in LLC management to Marc G. Elliott could materially affect who controls director elections and voting outcomes. The company notes Marc has disclaimed beneficial ownership of the LP’s shares except for any pecuniary interest and that, to the company’s knowledge, there are no other arrangements that would change control.