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Item 5. Market for Registrant’s Common Equity

2026-03-04 compared with 2025-03-05 · 367 added, 13 removed, 42 unchanged (90% of the section changed)

8 unchanged sentences

Average Price Paid per Share (c)

Total Number of Shares Purchased as Part of the Publicly Announced Program (d)

Total Number of Shares Purchased as Part of the Publicly Announced Program

Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Program (1)

15 unchanged sentences

NACCO Natural Resources brings natural resources to life by delivering aggregates, minerals, reliable fuels and environmental solutions through our robust portfolio of businesses.

We operate under three business segments:

Coal Mining, North American Mining ® (NAMining) and Minerals Management.

The Coal Mining segment operates surface coal mines for power generation companies.

The NAMining segment is a trusted mining partner for producers of aggregates, activated carbon, lithium and other industrial minerals.

The Minerals Management segment, which includes the Catapult Mineral Partners (Catapult) business, acquires and promotes the development of mineral interests.

Mitigation Resources of North America ® (Mitigation Resources) provides stream and wetland mitigation solutions as well as comprehensive reclamation and restoration construction services.

In addition, ReGen Resources is pursuing opportunities to develop new power generation resources.

We have items not directly attributable to a reportable segment that are not included in the reported financial results of the operating segment.

These items primarily include administrative costs related to public company reporting requirements, including management and board compensation, and the financial results of Bellaire Corporation (Bellaire), Mitigation Resources, ReGen Resources and other developing businesses.

Bellaire manages our long-term liabilities related to former Eastern U.S.

We operate under three reportable business segments:

Utility Coal Mining, Contract Mining and Minerals and Royalties.

The Utility Coal Mining segment, operated by North American Coal ® , manages surface coal mines that are exclusive, long-term fuel providers for power generation companies.

The Contract Mining segment, operated by North American Mining ® , is a leading provider of a broad range of specialized, long-term contract mining services.

The Minerals and Royalties segment, which includes the Catapult Mineral Partners ® (Catapult) business, acquires and promotes the development of mineral and royalty interests and other related investments.

In addition to the reportable segments discussed above, we also operate other businesses that are not currently reported as separate segments.

These businesses complement our existing operations and support our long-term growth strategic objectives.

Mitigation Resources of North America ® (Mitigation Resources) provides natural resource restoration and reclamation services that include stream and wetland mitigation solutions.

ReGen Resources is pursuing opportunities to develop new power generation resources.

We also have items not directly attributable to an operating segment.

These items primarily include administrative costs related to public company reporting requirements, including management and board compensation, the financial results of developing businesses and Bellaire Corporation (Bellaire).

Bellaire manages long-term liabilities related to former Eastern U.S.

underground mining activities.

All financial statement line items below operating profit (loss) (other income, including interest expense and interest income, the provision (benefit) for income taxes and net income (loss)) are presented and discussed within this Form 10-K on a consolidated basis.

All financial statement line items below operating profit (other expense, including interest expense and interest income, the benefit for income taxes and net income) are presented and discussed within this Form 10-K on a consolidated basis.

Business beginning on page 1 in this Form 10-K for further discussion of NACCO's subsidiaries.

11 unchanged sentences

See Note 3 to the Consolidated Financial Statements in this Form 10-K for further discussion of our revenue recognition.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NACCO INDUSTRIES, INC.

AND SUBSIDIARIES

(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

Long-lived assets:

We periodically evaluate long-lived assets for impairment when changes in circumstances or the occurrence of certain events indicate the carrying amount of an asset or asset group may not be recoverable.

Upon identification of indicators of impairment, we evaluate the carrying value of the asset by comparing the estimated future

Upon identification of indicators of impairment, we evaluate the carrying value of the asset by comparing the estimated future undiscounted cash flows generated from the use of the asset or asset group and its eventual disposition with the asset's net carrying value.

If the carrying value of an asset is considered impaired, an impairment charge is recorded for the amount that the carrying value of the long-lived asset or asset group exceeds its fair value.

Fair value is estimated as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Income taxes:

We file income tax returns in the U.S.

federal jurisdiction, and in various state and foreign jurisdictions.

Tax law requires certain items to be included in the tax return at different times than the items are reflected in the financial statements.

Some of these differences are permanent, such as the benefit associated with percentage depletion (tax deductions for depletion that may exceed the tax basis in the mineral reserve) and expenses that are not deductible for tax purposes, and some differences are temporary, reversing over time, such as depreciation expense.

These temporary differences create deferred tax assets and liabilities using currently enacted tax rates.

The objective of accounting for income taxes is to recognize the amount of taxes payable or refundable for the current year, and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the financial statements or tax returns.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date.

Management is required to estimate the timing of the recognition of deferred tax assets and liabilities, make assumptions about the future deductibility of deferred tax assets and assess deferred tax liabilities based on enacted laws and tax rates for the appropriate tax jurisdictions to determine the amount of such deferred tax assets and liabilities.

Changes in the calculated deferred tax assets and liabilities may occur in certain circumstances, including statutory income tax rate changes, statutory tax law changes, or changes in the structure or tax status.

Our tax assets, liabilities, and tax expense are supported by historical earnings and losses and our best estimates and assumptions of future earnings.

We assess whether a valuation allowance should be established against our deferred tax assets based on consideration of all available evidence, both positive and negative, using a more likely than not standard.

This assessment considers, among other matters, scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations.

The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we use to manage the underlying businesses.

When we determine, based on all available evidence, that it is more likely than not that deferred tax assets will not be realized, a valuation allowance is established.

Since significant judgment is required to assess the future tax consequences of events that have been recognized in our financial statements or tax returns, the ultimate resolution of these events could result in adjustments to our financial statements and such adjustments could be material.

We believe the current assumptions, judgments and other considerations used to estimate the current year accrued and deferred tax positions are appropriate.

If the actual outcome of future tax consequences differs from these estimates and assumptions, due to changes or future events, the resulting change to the provision for income taxes could have a material impact on our results of operations and financial position.

Since 2021, we have participated in a voluntary program with the IRS called Compliance Assurance Process (CAP).

The objective of CAP is to contemporaneously work with the IRS to achieve federal tax compliance and resolve all or most issues prior to the filing of the tax return.

See Note 13 to the Consolidated Financial Statements in this Form 10-K for further discussion of our income taxes.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NACCO INDUSTRIES, INC.

AND SUBSIDIARIES

(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

CONSOLIDATED FINANCIAL SUMMARY

Our results of operations were as follows for the years ended December 31:

Utility Coal Mining $ 88,188 $ 68,611

Contract Mining 140,013 119,600

Minerals and Royalties 37,630 34,579

Unallocated Items 15,080 17,707

Eliminations (3,713) (2,789)

Total revenue $ 277,198 $ 237,708

Operating profit (loss):

Utility Coal Mining $ 17,155 $ 24,311

Contract Mining 5,767 5,772

Minerals and Royalties 29,108 28,927

Unallocated Items (29,962) (23,317)

Eliminations (87) 12

Total operating profit

$ 21,981 $ 35,705

Interest expense 5,754 5,566

Interest income (3,052) (4,428)

Closed mine obligations 457 2,381

Loss (gain) on equity securities

Gain on settlement of excess funding liability

Pension settlement charge

Other, net 738 345

Other expense, net

Income before income tax benefit

13,144 33,646

Income tax benefit

$ 17,574 $ 33,741

Effective income tax rate (33.7) % (0.3) %

The components of the change in revenues and operating profit are discussed below in Segment Results.

Other expense, net

Interest expense increased modestly in 2025 compared with 2024 due to higher average borrowings, partially offset by an increase in capitalized interest and lower average interest rates.

Interest income decreased in 2025 compared with 2024 due to lower earnings on reduced cash balances.

Loss (gain) on equity securities represents changes in the market price of invested assets reported at fair value.

The change during 2025 compared with 2024 was due to fluctuations in the market prices of the exchange-traded equity securities.

See Note 9 to the Consolidated Financial Statements in this Form 10-K for further discussion of our invested assets reported at fair value .

Closed mine obligations decreased in 2025 compared with 2024 due to a change in the estimate of future water treatment costs at Bellaire.

See Note 7 to the Consolidated Financial Statements in this Form 10-K for further discussion of our asset retirement obligations.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NACCO INDUSTRIES, INC.

AND SUBSIDIARIES

(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

During 2025, we terminated the NACCO Combined Defined Benefit Plan (Combined Plan) and settled all future obligations by transferring the remaining benefit obligations to a third-party insurance company.

Although the plan was over funded, we recognized a $7.8 million non-cash Pension settlement charge.

See Note 1 and Note 14 to the Consolidated Financial Statements in this Form 10-K for further information on the Combined Plan.

During 2025, $14.5 million of excess funds from the terminated Falkirk Defined Benefit Plan were directly transferred to the NACCO 401(k) plan.

The NACCO 401(k) plan is a qualified replacement plan;

therefore, these funds will be utilized to offset future profit sharing contributions to eligible 401(k) plan participants.

During 2025, NACCO and Falkirk’s former customer agreed to settle the corresponding liability for $10.9 million, resulting in a $3.6 million Gain on settlement of excess funding liability.

See Note 1 to the Consolidated Financial Statements in this Form 10-K for further information on the excess funds.

We recorded an income tax benefit of $4.4 million for the year ended December 31, 2025 on income before income tax of $13.1 million, or (33.7)%, compared to an income tax benefit of $0.1 million on income before income tax of $33.6 million, or (0.3)%, for the year ended December 31, 2024.

The years ended December 31, 2025 and 2024 included $1.9 million and $4.0 million of discrete tax benefits, primarily for deferred tax adjustments and the reversal of uncertain tax provisions, respectively.

Excluding the respective $1.9 million and $4.0 million of discrete tax benefits, the effective income tax rate was (19.5)% and 11.5% in 2025 and 2024, respectively.

The change in the effective income tax rate for 2025 compared to 2024, excluding the impact of discrete items, is primarily due to an increase in losses at entities that do not benefit from percentage depletion.

Losses generated by these entities generate tax deductions at the statutory rate.

This shift in the mix of pre-tax income resulted in a benefit tax rate in 2025.

In addition, the benefit from percentage depletion is not directly related to the amount of pre-tax income recorded in a period.

Accordingly, in periods where income or loss before income tax is relatively small, the proportional effect of the benefit from percentage depletion on the effective tax rate may be significant.

When income tax expense is recorded, the benefit from percentage depletion decreases the effective income tax rate, while the effect is to increase the effective income tax rate when a benefit for income taxes is recorded.

See Note 13 to the Consolidated Financial Statements in this Form 10-K for further discussion of our income taxes.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NACCO INDUSTRIES, INC.

AND SUBSIDIARIES

(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

LIQUIDITY AND CAPITAL RESOURCES

The following tables detail the change in cash flow for the years ended December 31:

2025 2024 Change

Operating activities:

$ 17,574 $ 33,741 $ (16,167)

Depreciation, depletion and amortization 25,277 24,652 625

Deferred income taxes 58 1,517 (1,459)

Stock-based compensation 8,280 5,832 2,448

Gain on sale of assets (286) (5,146) 4,860

Inventory impairment charges

6,986 9,643 (2,657)

Pension settlement charge 7,804 — 7,804

Other 8,006 (3,352) 11,358

Changes in operating assets and liabilities

(22,790) (44,598) 21,808

Net cash provided by operating activities 50,909 22,289 28,620

Investing activities:

Expenditures for property, plant and equipment and acquisition of mineral interests (53,286) (55,419) 2,133

Proceeds from the sale of assets 2,799 822 1,977

Equity method investment (16,702) (16,556) (146)

Return of equity method investment 3,295 — 3,295

Other (282) (139) (143)

Net cash used for investing activities (64,176) (71,292) 7,116

Cash flow before financing activities $ (13,267) $ (49,003) $ 35,736

The $28.6 million favorable change in net cash provided by operating activities during 2025 compared with 2024 was primarily due to changes in operating assets and liabilities.

Inventory levels at December 31, 2025 and December 31,2024 were relatively consistent, whereas inventories increased during 2024.

Accounts receivable decreased during 2025 due to the timing of collections, whereas accounts receivable increased during 2024.

These favorable items were partially offset by an unfavorable change in accrued expenses, mainly attributable to a decrease in accrued payroll during the 2025 period, whereas accrued payroll increased during 2024.

2025 2024 Change

Financing activities:

Net additions to long-term debt and revolving credit agreements

$ 11 $ 55,710 $ (55,699)

Debt issuance costs

— (2,415) $ 2,415

Cash dividends paid (7,335) (6,624) (711)

Purchase of treasury shares

(2,534) (9,944) 7,410

Net cash (used for) provided by financing activities

$ (9,858) $ 36,727 $ (46,585)

The change in net cash (used for) provided by financing activities was primarily due to relatively consistent debt borrowings during 2025 compared with additions during 2024.

This change was partially offset by decreases in share repurchases and debt

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NACCO INDUSTRIES, INC.

AND SUBSIDIARIES

(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

issuance costs during 2025.

See Note 12 to the Consolidated Financial Statements in this Form 10-K for a discussion of our stock repurchase programs.

Financing Activities

In September 2024, NACCO Natural Resources amended its secured revolving line of credit (Facility) to increase the revolving credit commitments to $200.0 million and extend the maturity to September 2028.

Borrowings outstanding under the Facility were $75.0 million at December 31, 2025.

At December 31, 2025, the excess availability under the Facility was $74.5 million, which reflects a reduction for outstanding letters of credit of $50.5 million.

NACCO has not guaranteed any borrowings of NACCO Natural Resources.

The Facility allows for the payment to NACCO of dividends and advances under certain circumstances.

Dividends (to the extent permitted by the Facility) and management fees are the primary sources of cash for NACCO and enable us to pay dividends to stockholders and repurchase shares.

The Facility has performance-based pricing, which sets interest rates based upon NACCO Natural Resources achieving various levels of debt to EBITDA ratios, as defined in the Facility.

Borrowings bear interest at a floating rate plus a margin based on the level of debt to EBITDA ratio achieved.

The applicable margins, effective December 31, 2025, for base rate and Term Secured Overnight Financing Rate loans were 1.50% and 2.50%, respectively.

The Facility has a commitment fee which is based upon achieving various levels of net debt to EBITDA ratios.

The commitment fee was 0.40% on the unused commitment at December 31, 2025.

During the years ended December 31, 2025 and December 31, 2024, the average borrowing under the Facility was $57.3 million and $27.2 million, respectively, and the weighted-average annual interest rate was 7.21% and 8.83%, respectively.

The Facility contains restrictive covenants, which require, among other things, NACCO Natural Resources to maintain a maximum net debt to EBITDA ratio of 2.75 to 1.00 and an interest coverage ratio of not less than 4.00 to 1.00.

The Facility provides the ability to make loans, dividends and advances to NACCO, with some restrictions based on maintaining a maximum net debt to EBITDA ratio of 1.50 to 1.00, or if greater than 1.50 to 1.00, a Fixed Charge Coverage Ratio of 1.10 to 1.00.

At December 31, 2025, NACCO Natural Resources was in compliance with all financial covenants in the Facility.

The obligations under the Facility are guaranteed by certain of NACCO Natural Resources' direct and indirect, existing and future domestic subsidiaries, and is secured by certain assets of NACCO Natural Resources and the guarantors, subject to customary exceptions and limitations.

We believe funds available from cash on hand, the Facility and operating cash flows will provide sufficient liquidity to meet our operating needs and commitments arising during the next twelve months and until the expiration of the Facility in September 2028.

See Note 8 and Note 10 to the Consolidated Financial Statements in this Form 10-K for further information on our other financing arrangements and leases, respectively.

Expenditures for property, plant and equipment and mineral interests

Following is a table which summarizes expenditures (in millions):

Actual Actual

2026 2025 2024

NACCO $ 89.0 $ 53.3 $ 55.4

Actual expenditures for 2025 were $8.0 million in the Utility Coal Mining Segment, $32.0 million in the Contract Mining segment, $7.7 million in the Minerals and Royalties segment and $5.6 million in growth business included in Unallocated Items.

Capital expenditures were primarily for a dragline and dragline related improvements in the Contract Mining segment.

Capital expenditures for 2026 are expected to be up to $6 million in the Utility Coal Mining segment, $36 million in the Contract Mining segment, $20 million in the Minerals and Royalties segment and $27 million in growth businesses included in

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NACCO INDUSTRIES, INC.

AND SUBSIDIARIES

(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

Unallocated Items.

The majority of these expenditures relate to business development opportunities and will only be made if the projects meet our growth investment criteria.

Expenditures are expected to be funded from internally generated funds and/or bank borrowings.

Capital Structure

NACCO's consolidated capital structure is presented below:

2025 2024 Change

Cash and cash equivalents $ 49,708 $ 72,833 $ (23,125)

Other net tangible assets

500,411 451,962 48,449

Intangible assets, net 4,725 5,475 (750)

Net assets 554,844 530,270 24,574

Total debt (100,895) (99,514) (1,381)

Closed mine obligations (24,706) (25,809) 1,103

Total equity $ 429,243 $ 404,947 $ 24,296

Debt to total capitalization 19 % 20 % (1) %

The increase in other net tangible assets was mainly the result of increases in Property, plant and equipment, the Equity method investment in Eiger Resources and the establishment of the Prepaid profit sharing asset during 2025.

During 2025, we invested an additional $15.0 million in Eiger Resources, which holds operated and non-operated working interests in oil and natural gas assets in the Kansas and the Oklahoma portion of the Hugoton basin.

This resulted in an increase in Equity method investment in Eiger Resources.

See Note 1 to the Consolidated Financial Statements in this Form 10-K for further information on Eiger Resources.

The excess funds from the terminated Combined Plan as well as the excess funds from the Falkirk Defined Benefit Plan will be utilized by the NACCO 401(k) plan, which is a qualified replacement plan.

These funds will be used for future profit sharing contributions to eligible 401(k) plan participants, which resulted in an increase in Prepaid profit sharing.

See Note 1 to the Consolidated Financial Statements in this Form 10-K for further information on the excess funds.

Contractual Obligations, Contingent Liabilities and Commitments

NACCO has asset retirement obligations.

See Note 7 to the Consolidated Financial Statements in this Form 10-K for further discussion of our asset retirement obligations.

NACCO has unrecognized tax benefits, including interest and penalties.

See Note 13 to the Consolidated Financial Statements in this Form 10-K for further discussion of our income taxes.

We are a party to certain guarantees related to Coyote Creek.

We believe that the likelihood of future performance under the guarantees is remote, and no amounts related to these guarantees have been recorded.

See Note 16 to the Consolidated Financial Statements in this Form 10-K for further discussion of our guarantees.

We utilize letters of credit to support commitments made in the ordinary course of business.

As of December 31, 2025 and 2024, outstanding letters of credit totaled $50.5 million and $30.9 million, respectively.

ENVIRONMENTAL MATTERS

We are affected by the regulations of numerous agencies, particularly the Federal Office of Surface Mining, the U.S.

Environmental Protection Agency, the U.S.

Army Corps of Engineers and associated state regulatory authorities.

In addition, we closely monitor proposed legislation and regulation concerning SMCRA, CAA, ACE, CWA, RCRA, CERCLA, OBBBA and other regulatory actions.

See Item 1 and Item 1A.

in Part I of this Form 10-K for further discussion of these matters.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NACCO INDUSTRIES, INC.

AND SUBSIDIARIES

(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

SEGMENT RESULTS

UTILITY COAL MINING SEGMENT

FINANCIAL REVIEW

Properties on page 25 in this Form 10-K for discussion of our mineral resources and mineral reserves.

Tons of coal delivered by the Utility Coal Mining segment were as follows for the years ended December 31:

Unconsolidated mines 20,400 21,308

Consolidated mines 2,730 1,922

Total tons delivered 23,130 23,230

The results of operations for the Utility Coal Mining segment were as follows for the years ended December 31:

Revenues $ 88,188 $ 68,611

Cost of sales 94,155 79,375

(5,967) (10,764)

Earnings of unconsolidated operations (a)

54,471 51,821

Business interruption insurance recoveries — 13,612

Selling, general and administrative expenses

30,702 30,112

Amortization of intangible assets 750 531

Gain on sale of assets (103) (285)

Operating profit

$ 17,155 $ 24,311

(a) See Note 16 to the Consolidated Financial Statements in this Form 10-K for a discussion of our unconsolidated subsidiaries, including summarized financial information.

2025 Compared with 2024

Revenues increased 28.5% in 2025 compared with 2024 primarily due to an increase in customer requirements at MLMC partially offset by a reduction in the contractually determined per ton sales price.

A boiler issue at the customer's Red Hills Power Plant reduced customer requirements in 2024.

The following table identifies the components of change in Operating profit for 2025 compared with 2024:

Operating Profit

2024 $ 24,311

Increase (decrease) from:

Business interruption insurance recoveries in 2024

Selling, general and administrative expenses (590)

Amortization of intangibles (219)

Net change on sale of assets (182)

Earnings of unconsolidated operations 2,650

2025 $ 17,155

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NACCO INDUSTRIES, INC.

AND SUBSIDIARIES

(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

Operating profit decreased by $7.2 million in 2025 compared with 2024 primarily due to the absence of MLMC's business interruption insurance recoveries for the boiler issue at the Red Hills Power Plant.

This unfavorable change was partially offset by a decrease in gross loss and an increase in earnings of unconsolidated operations.

Gross loss was favorable during 2025 compared with the 2024 period, primarily due to an increase in customer requirements and a reduction in cost per ton delivered.

The increase in earnings of unconsolidated operations was primarily due to a higher per ton management fee at Falkirk as temporary price concessions ended in the second quarter of 2024.

CONTRACT MINING SEGMENT

FINANCIAL REVIEW

Aggregate tons delivered by the Contract Mining segment were as follows for the years ended December 31:

Total tons delivered 54,885 54,963

The results of operations for the Contract Mining segment were as follows for the years ended December 31:

Total revenues $ 140,013 $ 119,600

Reimbursable costs 91,116 74,636

Revenues excluding reimbursable costs $ 48,897 $ 44,964

Revenues $ 140,013 $ 119,600

Cost of sales 129,876 110,821

Gross profit 10,137 8,779

Earnings of unconsolidated operations (a)

Selling, general and administrative expenses 9,321 8,365

Gain on sale of assets

Operating profit $ 5,767 $ 5,772

(a) See Note 16 to the Consolidated Financial Statements in this Form 10-K for a discussion of our unconsolidated subsidiaries, including summarized financial information.

2025 Compared with 2024

Total revenues increased in 2025 compared with 2024, primarily due to an increase in reimbursable costs, which have an offsetting amount in cost of sales and have no impact on gross profit.

Revenues excluding reimbursable costs increased 8.7% in 2025 compared with 2024, mainly due to an increase in part sales.

The following table identifies the components of change in Operating profit for 2025 compared with 2024.

Operating Profit

Increase (decrease) from:

Gross profit 1,358

Selling, general and administrative expenses (956)

Net change on sale of assets (186)

Earnings of unconsolidated operations (221)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NACCO INDUSTRIES, INC.

AND SUBSIDIARIES

(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

Operating profit was comparable during 2025 and 2024.

An increase in gross profit was largely offset by an increase in selling, general and administrative expenses.

The improvement in gross profit was mainly the result of an increase in part sales partially offset by a $1.1 million charge to establish a loss contingency in 2025.

The increase in selling, general and administrative expenses during 2025 was primarily the result of higher employee-related costs, partially offset by the absence of a $0.9 million prior year charge to establish an allowance against a customer receivable.

MINERALS AND ROYALTIES SEGMENT

FINANCIAL REVIEW

Oil and natural gas prices have been historically volatile and may continue to be volatile in the future.

The table below shows the average price as reported by the United States Energy Information Administration for the years ended December 31:

West Texas Intermediate Average Crude Oil Price $ 65.46 $ 76.55

Henry Hub Average Natural Gas Price $ 3.53 $ 2.19

These indicated prices do not necessarily reflect the contract terms for our sales.

As an owner of royalty and mineral interests, our access to information concerning activity and operations of our royalty and mineral interests is limited.

We do not have information that would be available to a company with working interests in oil and natural gas operations because detailed information is not generally available to owners of royalty and mineral interests.

Properties on page 40 in this Form 10-K discussion of our proved reserves.

The results of operations for the Minerals and Royalties segment were as follows for the years ended December 31:

Oil and natural gas revenues $ 31,307 $ 27,157

Other revenues 6,323 7,422

Total Revenues $ 37,630 $ 34,579

Total Revenues

$ 37,630 $ 34,579

Cost of sales 5,666 5,234

Gross profit 31,964 29,345

Earnings of unconsolidated operations

Selling, general and administrative expenses

Gain on sale of assets

Operating profit $ 29,108 $ 28,927

Revenues increased 8.8% in 2025 compared with 2024 primarily due to an increase in natural gas revenue as a result of higher natural gas prices and increased production, partially offset by a decrease in oil revenue as a result of lower oil prices and decreased production.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NACCO INDUSTRIES, INC.

AND SUBSIDIARIES

(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

The following table identifies the components of change in Operating profit for 2025 compared with 2024.

Operating Profit

2024 $ 28,927

Increase (decrease) from:

Gross profit 2,619

Earnings of unconsolidated operations 1,924

Selling, general and administrative expenses 133

Gain on sale of assets

2025 $ 29,108

Operating profit increased by $0.2 million in 2025 compared with 2024, primarily due to improvements in gross profit and earnings of unconsolidated operations.

The increase in gross profit was mainly due to higher natural gas revenues.

The increase in earnings of unconsolidated operations was primarily related to an additional investment in Eiger Resources during the fourth quarter of 2024.

These increases were partially offset by the absence of a $4.5 million prior year gain on sale of land.

UNALLOCATED ITEMS AND ELIMINATIONS

FINANCIAL REVIEW

Unallocated Items and Eliminations were as follows for the years ended December 31:

Operating loss $ (30,049) $ (23,305)

2025 Compared with 2024

Operating loss increased during 2025 compared with 2024 primarily due to an increase in selling, general and administrative expenses.

This increase was mainly the result of higher employee-related costs and increased costs related to our business development projects.

Employee-related costs increased primarily due to elevated medical costs and higher share-based incentive compensation expense as a result of an increase in our share price during 2025.

NACCO Industries, Inc.

NACCO Industries is a growing diversified natural resources company with a unique business model strategically positioned to deliver stable and growing financial returns over the long term.

Our business model is purposely built for durability and resilience with an expanding portfolio of long-term contracts, relationships and investments that leverage our proven operational expertise, disciplined capital allocation and an entrepreneurial yet patient approach.

We have methodically built unique capabilities and clear competitive advantages that allow us to pursue a wide range of growth opportunities, often completely integrated into customers’ operations in partnership-based relationships.

We have multiple vectors for value creation, and we are steadfastly committed to delivering compounding returns and expanding investor value over the long term.

Our foundation rests on a stable base of long-term coal-mining contracts and legacy mineral and royalty assets, which generate dependable recurring cash flows.

As new long-term contracts and investments are added across the Company, these new multi-year agreements create a “layering” effect as their contributions compound.

This provides cash flow stability.

The momentum our operations experienced in 2025, particularly in the second half, is expected to continue into 2026, with meaningful year-over-year improvements in consolidated operating profit, net income and EBITDA.

At our Utility Coal Mining segment, operated by North American Coal, we expect an increase in operating profit compared with 2025.

Improvements at MLMC as a result of an increase in the contractually determined per ton sales price are expected

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity