NACCO Industries Inc.

02/18/2026 | Press release | Distributed by Public on 02/18/2026 13:23

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BUTLER HELEN RANKIN
2. Issuer Name and Ticker or Trading Symbol
NACCO INDUSTRIES INC [NC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Member of a Group
(Last) (First) (Middle)
NACCO INDUSTRIES, INC., 22901 MILLCREEK BLVD., SUITE 600
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026
(Street)
CLEVELAND, OH 44122
4. If Amendment, Date 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
(City) (State) (Zip)
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 Spouse/Trust(3)
Class A Common Stock 02/17/2026 F(4) 8,777 D (2) 389,781 I By Spouse/Trust(3)
Class A Common Stock 10 I AMR Associates NC, L.P.(5)
Class A Common Stock 2,191 I By 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 Trust(9)
Class A Common Stock 2,800 I By Spouse/IRA(10)
Class A Common Stock 4,054 I By Trust/Daughter(11)
Class A Common Stock 4,055 I By Trust/Son(12)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 Trust(6)
Class B Common Stock (2) (2) (2) Class A Common Stock 26,161 26,161 I By RAI(13)
Class B Common Stock (2) (2) (2) Class A Common Stock 42,529 42,529 I by RAIV(14)
Class B Common Stock (2) (2) (2) Class A Common Stock 9,195 9,195 I By Trust(9)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BUTLER HELEN RANKIN
NACCO INDUSTRIES, INC.
22901 MILLCREEK BLVD., SUITE 600
CLEVELAND, OH 44122
Member of a Group

Signatures

/s/ Matthew J. Dilluvio, attorney-in-fact 02/18/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares of Class A Common Stock awarded to the Reporting Person's spouse under the Company's Executive Long-Term Incentive Compensation Plan.
(2) N/A
(3) Reporting Person's spouse serves as Trustee of the J.C. Butler, Jr. Revocable Trust. Reporting Person disclaims beneficial ownership of all such shares.
(4) Cashless Exercise-Award shares that Reporting Person's Spouse surrendered to Company in order to satisfy his tax withholding obligations with respect to his Long-Term Incentive Plan Stock Award.
(5) Represents the Reporting Person's proportionate limited partnership interest in shares held by AMR NC. The Reporting Person is the trustee of a trust for the benefit of the Reporting Person that is a general partner of AMR NC.
(6) Held by BTR 2020 GST Trust for the benefit of Reporting Person.
(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.
(10) Held in an Individual Retirement Account for the benefit of the Reporting Person's spouse. Reporting Person disclaims beneficial ownership of all such shares.
(11) Reporting Person serves as trustee of the JCB 2020 GST Trust for the benefit of Clara R. Butler.
(12) Reporting Person serves as trustee of the JCB 2020 GST Trust for the benefit of Griffin B. Butler.
(13) RAI-Represents Reporting Person's limited partnership interest in shares held by Rankin Associates I, L.P.
(14) RAIV-Represents Reporting Person's limited partnership interest in shares held by Rankin Associates IV, L.P.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
NACCO Industries Inc. published this content on February 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 18, 2026 at 19:23 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]