Form 8-K - Current report

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):

November 7, 2023

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.)

5875 Landerbrook Drive

Suite 220

Cleveland,

Ohio

44124-4069

(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

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 8.01 Other Events.

On November 7, 2023, NACCO Industries® (the "Company") issued a press release announcing that the Board of Directors declared a regular cash dividend of 21.75 cents per share and announced a new stock repurchase program.

The dividend is payable on both the Class A and Class B Common Stock, and will be paid December 15, 2023 to stockholders of record at the close of business on November 30, 2023.

NACCO's Board of Directors also approved a stock repurchase program providing for the purchase of up to $20 million of the Company’s outstanding Class A Common Stock through December 31, 2025. NACCO’s current program would have expired on December 31, 2023 but has been terminated and replaced by the new program. Since the adoption of the prior program in November 2021, the Company has expended approximately $1.5 million to purchase approximately 45,000 shares of Class A Common Stock.

A copy of the Company’s press release announcing the quarterly dividend is attached hereto as Exhibit 99 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is filed herewith:


(d) Exhibits

99						NACCO Industries, Inc. declares quarterly dividend.
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:

November 7, 2023

NACCO INDUSTRIES, INC.

By:

/s/ Elizabeth I. Loveman

Elizabeth I. Loveman

Senior Vice President and Controller

Exhibit 99

NEWS RELEASE

5875 Landerbrook Drive Cleveland, Ohio 44124-4069

Tel. (440) 229-5151 Fax (440) 229-5138

FOR FURTHER INFORMATION, CONTACT:

Christina Kmetko

(440) 229-5130

For Immediate Release

Tuesday, November 7, 2023

NACCO INDUSTRIES

DECLARES QUARTERLY DIVIDEND AND ANNOUNCES

STOCK REPURCHASE PROGRAM

Cleveland, Ohio, November 7, 2023 – NACCO Industries® (NYSE: NC) announced today that the Board of Directors declared a regular cash dividend of 21.75 cents per share and announced a new stock repurchase program.

The dividend is payable on both the Class A and Class B Common Stock, and will be paid December 15, 2023 to stockholders of record at the close of business on November 30, 2023.

The timing and amount of any repurchases under the new repurchase program will be determined at the discretion of the Company's management based on a number of factors, including the availability of capital, other capital allocation alternatives and market conditions for the Company's Class A Common Stock. The share repurchase program does not require the Company to acquire any specific number of shares. It may be modified, suspended, extended or terminated by the Company at any time without prior notice and may be executed through open market purchases, privately negotiated transactions or otherwise. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which would allow repurchases under pre-set terms at times when the Company might otherwise be prevented from doing so.

Forward-looking Statements Disclaimer

The statements contained in the news release that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are made subject to certain risks and uncertainties, which could cause actual results to differ materially from those presented. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to

reflect events or circumstances that arise after the date hereof. Factors that may cause actual results to differ materially from those in the forward-looking statements include those set forth under the heading “Risk Factors” in NACCO’s most recent 10-K filed with the Securities and Exchange Commission.

About NACCO Industries

NACCO Industries® brings natural resources to life by delivering aggregates, minerals, reliable fuels and environmental solutions through its robust portfolio of NACCO Natural Resources businesses. Learn more about our companies at nacco.com or get investor information at ir.nacco.com.

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Cover Page	Nov. 07, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 07, 2023
Entity Registrant Name	NACCO INDUSTRIES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-9172
Entity Tax Identification Number	34-1505819
Entity Address, Address Line One	5875 Landerbrook Drive
Entity Address, Address Line Two	Suite 220
Entity Address, City or Town	Cleveland,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44124-4069
City Area Code	(440)
Local Phone Number	229-5151
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $1 par value per share
Trading Symbol	NC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000789933
Amendment Flag	false