UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________________________________________________________________________________________________________________________________________________________________________________

FORM 10-Q

(Mark One)
☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	~~June~~September 30, 2025


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
						For the transition period from to

Commission file number 1-9172

NACCO INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

34-1505819

(State or other jurisdiction of incorporation or organization)

(I.R.S. 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, former address and former fiscal year, if changed since last report)

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 B Common Stock is not publicly listed for trade on any exchange or market system; however, Class B Common Stock is convertible into Class A Common Stock on a share-for-share basis.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act

Large accelerated filer

☐

Accelerated Filer

☑

Non-accelerated filer

☐

Smaller reporting company

☑

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No þ

Number of shares of Class A Common Stock outstanding at ~~July~~October 31, 2025: 5,~~888~~897,~~500~~002

Number of shares of Class B Common Stock outstanding at ~~July~~October 31, 2025: 1,~~563~~562,~~153~~953

NACCO INDUSTRIES, INC.

TABLE OF CONTENTS

Page Number

Part I.

FINANCIAL INFORMATION

Item 1

Financial Statements

Unaudited Condensed Consolidated Balance Sheets

Unaudited Condensed Consolidated Statements of Operations

Unaudited Condensed Consolidated Statements of Comprehensive Income

Unaudited Condensed Consolidated Statements of Cash Flows

Unaudited Condensed Consolidated Statements of Changes in Equity

Notes to Unaudited Condensed Consolidated Financial Statements

Item 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3

Quantitative and Qualitative Disclosures About Market Risk

Item 4

Controls and Procedures

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3

Defaults Upon Senior Securities

Item 4

Mine Safety Disclosures

Part I

FINANCIAL INFORMATION

Item 1. Financial Statements

NACCO INDUSTRIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	JUNE 302025		DECEMBER 312024
	SEPTEMBER 302025		DECEMBER 312024
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	4952,~~402~~657	$	72,833
Trade accounts receivable	3830,~~861~~889		49,706
Accounts receivable from affiliates	94,~~135~~295		5,793
Prepaid profit sharing	129,~~041~~580		—
Deposits with vendors	~~16,293~~—		9,394
Inventories	5859,~~569~~890		94,608
Assets held for sale	1715,~~022~~359		14,159
Prepaid insurance	118,~~193~~003		1,740
Other current assets	1427,~~792~~044		16,505
Total current assets	~~227~~207,~~308~~717		264,738
Property, plant and equipment, net	~~256~~274,~~762~~112		259,457
Intangibles, net	54,~~068~~901		5,475
Mining supplies inventory	3334,~~674~~548		—
Deferred income taxes	1821,~~404~~126		14,641
Investments in unconsolidated subsidiaries	1618,~~093~~560		14,137
Operating lease right-of-use assets	8,~~869~~469		9,661
Equity securities	1718,~~769~~109		18,663
Equity method investment in Eiger, LLC	18,954		19,147
Equity method investment in Eiger Resources	19,066		19,147
Other non-current assets	2831,~~411~~025		25,768
Total assets	$	~~631~~637,~~312~~633	$	631,687
LIABILITIES AND EQUITY
Accounts payable	$	1420,~~935~~447	$	17,721
Accounts payable to affiliates	8924		1,826
Current maturities of long-term debt	4,~~631~~644		4,179
Asset retirement obligations	9,~~646~~595		9,747
Accrued payroll	1417,~~177~~810		22,663
Excess funding liability	5,450		—
Other current liabilities	9,~~347~~022		8,752
Total current liabilities	5867,~~194~~892		64,888
Long-term debt	25,~~875~~518		25,335
Long-term revolving credit agreements	6550,000		70,000
Operating lease liabilities	87,~~152~~687		9,042
Asset retirement obligations	4038,~~382~~707		39,780
Pension and other postretirement obligations	4,~~614~~483		4,787
Other long-term liabilities	1516,~~975~~944		12,908
Total liabilities	~~218~~211,~~192~~231		226,740
Stockholders' equity
Common stock:
Class A, par value $1 per share, 5,888,400 shares outstanding (December 31, 2024 - 5,730,470 shares outstanding)	5,888		5,730
Class A, par value $1 per share, 5,896,802 shares outstanding (December 31, 2024 - 5,730,470 shares outstanding)	5,896		5,730
Class B, par value $1 per share, convertible into Class A on a one-for-one basis, 1,563,253 shares outstanding (December 31, 2024 - 1,565,359 shares outstanding)	1,564		1,566
Class B, par value $1 per share, convertible into Class A on a one-for-one basis, 1,563,153 shares outstanding (December 31, 2024 - 1,565,359 shares outstanding)	1,564		1,566
Capital in excess of par value	3840,~~223~~016		34,340
Retained earnings	~~377~~388,~~280~~652		373,363
Accumulated other comprehensive loss	(9,~~835~~726)		(10,052)
Total stockholders' equity	~~413~~426,~~120~~402		404,947
Total liabilities and equity	$	~~631~~637,~~312~~633	$	631,687

See notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

NACCO INDUSTRIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED

~~SIX~~NINE MONTHS ENDED

JUNE 30

SEPTEMBER 30

2025

2024

2025

2024

(In thousands, except per share data)

Revenues

6876,~~235~~614

5261,~~345~~656

~~133~~210,~~806~~420

~~105~~167,~~634~~290

Cost of sales

6166,~~415~~643

4554,~~327~~412

~~117~~183,~~332~~975

91146,~~598~~010

Gross profit

69,~~820~~971

7,~~018~~244

1626,~~474~~445

1421,~~036~~280

Earnings of unconsolidated operations

1316,~~138~~494

1315,~~592~~155

2945,~~124~~618

2642,~~899~~054

Business interruption insurance recoveries

—

13,612

—

13,612

Operating expenses

Selling, general and administrative expenses

19,~~773~~549

1716,~~720~~487

3757,~~641~~190

3349,~~173~~660

Amortization of intangible assets

~~245~~167

~~116~~131

~~407~~574

~~242~~373

Gain on sale of assets

(928)

(~~4,592~~306)

(81109)

(4,~~603~~909)

20,009

13,244

37,967

28,812

19,688

16,312

57,655

45,124

Operating (loss) profit

(51)

7,366

7,631

12,123

Operating profit

6,777

19,699

14,408

31,822

Other (income) expense

Other expense (income)

Interest expense

1,~~944~~087

1,~~311~~386

34,~~718~~805

23,~~422~~808

Interest income

(~~770~~708)

(1,~~038~~084)

(12,~~635~~343)

(23,~~165~~249)

Closed mine obligations

~~503~~478

~~471~~463

~~976~~1,454

~~926~~1,389

(Gain) loss on equity securities

(~~349~~284)

~~264~~(442)

~~521~~237

(~~777~~1,219)

Gain on settlement of excess funding liability

~~(3,590)~~—

—

(3,590)

—

Other, net

~~217~~247

~~130~~244

~~520~~767

~~(84)~~160

(2,045)

1,138

510

322

820

567

1,330

889

Income before income tax (benefit) provision

15,~~994~~957

619,~~228~~132

713,~~121~~078

1130,~~801~~933

Income tax (benefit) provision

(17,~~266~~297)

~~256~~3,497

(18,~~039~~336)

14,~~259~~756

Net income

313,~~260~~254

515,~~972~~635

821,~~160~~414

1026,~~542~~177

Earnings per share:

Basic earnings per share

01.4478

02.8114

12.1089

13.4255

Diluted earnings per share

01.4478

02.8114

12.1087

13.4254

Basic weighted average shares outstanding

7,~~445~~454

7,~~394~~312

7,~~398~~415

7,~~419~~383

Diluted weighted average shares outstanding

7,~~445~~454

7,~~394~~312

7,~~446~~449

7,~~437~~395

See notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

NACCO INDUSTRIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	THREE MONTHS ENDED				~~SIX~~NINE MONTHS ENDED
	JUNE 30				JUNE 30
	SEPTEMBER 30				SEPTEMBER 30
	2025		2024		2025		2024
	(In thousands)
Net income	$	313,~~260~~254	$	515,~~972~~635	$	821,~~160~~414	$	1026,~~542~~177
Reclassification of pension and postretirement adjustments into earnings, net of $34 and $65 tax benefit in the three and six months ended June 30, 2025, respectively, and net of $25 and $48 tax benefit in the three and six months ended June 30, 2024, respectively.	108		77		217		153
Reclassification of pension and postretirement adjustments into earnings, net of $32 and $97 tax benefit in the three and nine months ended September 30, 2025, respectively, and net of $20 and $68 tax benefit in the three and nine months ended September 30, 2024, respectively.	109		78		326		231
Total other comprehensive income	~~108~~109		7778		~~217~~326		~~153~~231
Comprehensive income	$	313,~~368~~363	$	615,~~049~~713	$	821,~~377~~740	$	1026,~~695~~408

See notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

NACCO INDUSTRIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	SIX MONTHS ENDED
	NINE MONTHS ENDED
	JUNE 30
	SEPTEMBER 30
	2025		2024
	(In thousands)
Operating activities
Net cash used for operating activities	$	(2,753)	$	(5,698)
Net cash provided by (used for) operating activities	$	39,502	$	(2,879)
Investing activities
Expenditures for property, plant and equipment and acquisition of mineral interests	(1134,~~950~~342)		(2230,~~401~~697)
Proceeds from the sale of property, plant and equipment	~~120~~392		91416
Other	~~795~~1,140		(~~965~~774)
Net cash used for investing activities	(1132,~~035~~810)		(2331,~~275~~055)
Financing activities
Additions to long-term debt	12,~~943~~768		23,~~237~~090
Reductions of long-term debt	(23,~~321~~489)		(23,~~647~~894)
Net (reductions) additions to revolving credit agreements	(520,000)		1727,~~500~~221
Cash dividends paid	(35,~~570~~452)		(34,~~306~~964)
Purchase of treasury shares	(695)		(79,~~559~~576)
Net cash (used for) provided by financing activities	(926,~~643~~868)		611,~~225~~877
Cash and cash equivalents
Total decrease for the period	(2320,~~431~~176)		(22,~~748~~057)
Balance at the beginning of the period	72,833		85,109
Balance at the end of the period	$	4952,~~402~~657	$	6263,~~361~~052

See notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

NACCO INDUSTRIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

	Class A Common Stock		Class B Common Stock		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
	(In thousands, except per share data)
Balance, January 1, 2024	$	5,883	$	1,566	$	28,672	$	355,873	$	(9,654)	$	382,340
Stock-based compensation	130		—		401		—		—		531
Purchase of treasury shares	(128)		—		—		(4,146)		—		(4,274)
Net income	—		—		—		4,570		—		4,570
Cash dividends on Class A and Class B common stock: $0.2175 per share	—		—		—		(1,630)		—		(1,630)
Reclassification adjustment to net income, net of tax	—		—		—		—		76		76
Balance, March 31, 2024	$	5,885	$	1,566	$	29,073	$	354,667	$	(9,578)	$	381,613
Stock-based compensation	11		—		1,378		—		—		1,389
Purchase of treasury shares	(108)		—		—		(3,177)		—		(3,285)
Net income	—		—		—		5,972		—		5,972
Cash dividends on Class A and Class B common stock: $0.2275 per share	—		—		—		(1,676)		—		(1,676)
Reclassification adjustment to net income, net of tax	—		—		—		—		77		77
Balance, June 30, 2024	$	5,788	$	1,566	$	30,451	$	355,786	$	(9,501)	$	384,090
Stock-based compensation	12		—		1,170		—		—		1,182
Purchase of treasury shares	(68)		—		—		(1,949)		—		(2,017)
Net income	—		—		—		15,635		—		15,635
Cash dividends on Class A and Class B common stock: $0.2275 per share	—		—		—		(1,658)		—		(1,658)
Reclassification adjustment to net income, net of tax	—		—		—		—		78		78
Balance, September 30, 2024	$	5,732	$	1,566	$	31,621	$	367,814	$	(9,423)	$	397,310
Balance, January 1, 2025	$	5,730	$	1,566	$	34,340	$	373,363	$	(10,052)	$	404,947
Stock-based compensation	169		—		1,378		—		—		1,547
Purchase of treasury shares	(22)		—		—		(673)		—		(695)
Net income	—		—		—		4,900		—		4,900
Cash dividends on Class A and Class B common stock: $0.2275 per share	—		—		—		(1,691)		—		(1,691)
Reclassification adjustment to net income, net of tax	—		—		—		—		109		109
Balance, March 31, 2025	$	5,877	$	1,566	$	35,718	$	375,899	$	(9,943)	$	409,117
Stock-based compensation	9		—		2,505		—		—		2,514
Conversion of Class B to Class A shares	2		(2)								—
Net income	—		—		—		3,260		—		3,260
Cash dividends on Class A and Class B common stock: $0.2525 per share	—		—		—		(1,879)		—		(1,879)
Reclassification adjustment to net income, net of tax	—		—		—		—		108		108
Balance, June 30, 2025	$	5,888	$	1,564	$	38,223	$	377,280	$	(9,835)	$	413,120
Stock-based compensation	8		—		1,793		—		—		1,801
Net income	—		—		—		13,254		—		13,254
Cash dividends on Class A and Class B common stock: $0.2525 per share	—		—		—		(1,882)		—		(1,882)
Reclassification adjustment to net income, net of tax	—		—		—		—		109		109
Balance, September 30, 2025	$	5,896	$	1,564	$	40,016	$	388,652	$	(9,726)	$	426,402

See notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

NACCO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2025

(In thousands, except as noted and per share amounts)

NOTE 1—Nature of Operations and Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of NACCO Industries, Inc.® (NACCO) and its wholly owned subsidiary, NACCO Natural Resources Corporation® (NACCO Natural Resources and with NACCO collectively, the Company, we, our or us). 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: 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 contract mining services for producers of industrial minerals. The Minerals and Royalties segment, which includes the Catapult Mineral Partners® (Catapult) business, acquires and promotes the development of mineral interests and related investments.

We have items not directly attributable to a reportable segment, which are therefore excluded from the financial results of the operating segments. 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~~its long-term liabilities related to former Eastern U.S. underground mining activities. Intercompany accounts and transactions are eliminated in consolidation. See Note 7 for further discussion of segment reporting.

During ~~the second quarter of~~ 2025, we changed the names of our reportable segments to make it easier for our stakeholders to understand the business activities within each segment. The Utility Coal Mining, Contract Mining and Minerals and Royalties segments were formerly the Coal Mining, North American Mining and Minerals Management segments, respectively. There were no changes to the composition of each segment and therefore no changes to historical segment reporting.

Our operating segments are further described below:

Utility Coal Mining Segment: The Utility Coal Mining segment operates surface coal mines under exclusive, long-term contracts to supply 100% of the fuel requirements for adjacent power plants and a synfuels plant. Each mine is fully integrated with the operation of these facilities.

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Utility Coal Mining segment's operating coal mines were: The Coteau Properties Company (Coteau), Coyote Creek Mining Company, LLC (Coyote Creek), The Falkirk Mining Company (Falkirk) and Mississippi Lignite Mining Company (MLMC). Coteau, Falkirk and Coyote Creek are in North Dakota and MLMC is in Mississippi. Each of these mines produce lignite coal. While MLMC’s coal supply contract contains a take or pay provision, the contract contains a force majeure provision that allows for the temporary suspension of the take or pay provision during the duration of certain specified events beyond the control of either party; all other coal supply contracts are requirements contracts. Certain coal supply contracts can be terminated early, which would result in a reduction to future earnings.

The MLMC contract is the only coal supply contract in which we are responsible for all operating costs, capital requirements and final mine reclamation; therefore, MLMC is consolidated within our financial statements. MLMC sells coal to its customer at a contractually agreed-upon price which adjusts monthly, primarily based on changes in the level of established indices which reflect general U.S. inflation rates and includes adjustments for coal quality and certain reimbursable costs. Profitability at MLMC is affected by customer demand for coal, ~~and~~ changes in the ~~indices~~contractually ~~that~~determined ~~determine~~ sales price and actual costs incurred. ~~As diesel fuel is heavily weighted among the indices used to determine the coal sales price, fluctuations in diesel fuel prices can result in significant fluctuations in earnings at~~ MLMC~~. MLMC~~'s customer operates the Red Hills Power Plant, which supplies electricity to the Tennessee Valley Authority (TVA) under a long-term power purchase agreement. MLMC’s contract with its customer runs through April 1, 2032. Current mine area reserves are sufficient to meet contractual requirements through the 2032 contract term. TVA’s power portfolio includes coal, nuclear, hydroelectric, natural gas and renewables. The decision regarding which power plants to dispatch is determined by TVA. ~~Reduction~~As a significant portion of MLMC’s costs are fixed, reduction in dispatch and/or reduced mechanical availability of the Red Hills Power Plant ~~will~~can ~~result~~increase inper ~~reduced~~ton ~~earnings~~costs and materially affect operating results at MLMC. Conversely, periods of higher dispatch can improve results. The Red Hills Power Plant operated at below full baseload capacity

Table of Contents

~~The~~and ~~Sabine~~experienced ~~Mining~~periods Company (Sabine) operates the Sabine Mine in Texas. All production from Sabine was delivered to Southwestern Electric Power Company's (SWEPCO) Henry W. Pirkey Plant (the Pirkey Plant). SWEPCO is an American Electric Power (AEP) company. As a result of ~~the~~reduced ~~early~~mechanical ~~retirement~~availability ofduring ~~the~~2024 ~~Pirkey Plant, Sabine ceased deliveries~~ and ~~commenced final reclamation on April 1, 2023~~2025. ~~Funding~~These ~~for~~factors ~~mine~~increased ~~reclamation~~per iston ~~the~~operating ~~responsibility~~costs ofwhich ~~SWEPCO,~~adversely ~~and~~affected ~~Sabine~~operating ~~receives~~results ~~compensation~~in ~~for~~both ~~providing~~2024 ~~mine reclamation services. Sabine will provide mine reclamation services through September 30, 2026. As of October 1, 2026, SWEPCO has an obligation to acquire all of the capital stock of Sabine~~ and ~~complete the remaining mine reclamation~~2025.

In December 2023, MLMC received notice from its customer related to a boiler issue at the Red Hills Power Plant. While this issue has been resolved, it resulted in a reduction in customer demand which had a significant impact on our results of operations during 2024. We recognized income of $13.6 million in the third quarter of 2024 related to business interruption insurance recoveries to partially offset losses related to the boiler outage.

The Sabine Mining Company (Sabine) operates the Sabine Mine in Texas. All production from Sabine was delivered to Southwestern Electric Power Company's (SWEPCO) Henry W. Pirkey Plant (the Pirkey Plant). SWEPCO is an American Electric Power (AEP) company. As a result of the early retirement of the Pirkey Plant, Sabine ceased deliveries and commenced final reclamation on April 1, 2023. Funding for mine reclamation is the responsibility of SWEPCO, and Sabine receives compensation for providing mine reclamation services. Sabine will provide mine reclamation services through September 30, 2026. As of October 1, 2026, SWEPCO is obligated to acquire all of the capital stock of Sabine and complete the remaining mine reclamation.

At Coteau, Coyote Creek and Falkirk, we are paid a management fee per ton of coal or heating unit (MMBtu) delivered. Each contract specifies the indices and mechanics by which fees change over time, generally in line with broad measures of U.S. inflation. Our customers are responsible for funding all mine operating costs, including final mine reclamation, and directly or indirectly providing all of the capital required to build and operate the mine. This contract structure eliminates exposure to spot coal market price fluctuations while providing income and cash flow with minimal capital investment. Other than at Coyote Creek, debt financing provided by or supported by the customers is without recourse to us. See Note 6 for further discussion of Coyote Creek's guarantees.

Coteau, Coyote Creek, Falkirk and Sabine each meet the definition of a variable interest entity (VIE). In each case, NACCO is not the primary beneficiary of the VIE as we do not exercise financial control; therefore, we do not consolidate the results of these operations within our financial statements. Instead, these contracts are accounted for as equity method investments. We regularly evaluate if there are reconsideration events which could change our conclusion as to whether these entities meet the definition of a VIE and the determination of the primary beneficiary. The income before income taxes associated with these VIEs is reported as Earnings of unconsolidated operations on the Unaudited Condensed Consolidated Statements of Operations and our investment is reported on the line Investments in unconsolidated subsidiaries in the Unaudited Condensed Consolidated Balance Sheets. The mines that meet the definition of a VIE are referred to collectively as the Unconsolidated Subsidiaries. For tax purposes, the Unconsolidated Subsidiaries are included within our consolidated U.S. tax return; therefore, the Income tax (benefit) provision line on the Unaudited Condensed Consolidated Statements of Operations includes income taxes related to these entities. See Note 6 for further information on the Unconsolidated Subsidiaries.

We perform contemporaneous reclamation activities at each mine in the normal course of operations. Under all of the Unconsolidated Subsidiaries’ contracts, the customer has the obligation to fund final mine reclamation activities. Under certain contracts, the Unconsolidated Subsidiary holds the mine permit and is therefore responsible for final mine reclamation activities. To the extent the Unconsolidated Subsidiary performs such final reclamation, it is compensated for providing those services in addition to receiving reimbursement from customers for costs incurred.

Contract Mining Segment: The Contract Mining segment provides value-added contract mining and other services for producers of industrial minerals. The segment is a platform for our growth and diversification of mining activities outside of the thermal coal industry. Contract Mining provides contract mining services for independently owned mines and quarries, creating value for our customers by performing the mining aspects of our customers’ operations. This allows customers to focus on their areas of expertise: materials handling and processing, product sales and distribution. As of ~~June~~September 30, 2025, Contract Mining operates at quarries in Florida, Arkansas and Nebraska and is ~~overseeing~~expected ~~the~~to ~~construction~~begin ofoperations aupon dragline commission at a quarry in Arizona during the first quarter of 2026.

In addition, Sawtooth Mining, LLC (Sawtooth) will be the exclusive provider of comprehensive mining services for the Thacker Pass lithium project in Humboldt County, Nevada. Thacker Pass is owned by a joint venture between Lithium Americas Corp. (TSX:LAC) (NYSE: LAC) and General Motors Holdings LLC. The U.S. Department of Energy holds warrants to purchase five percent non-voting, non-transferable equity in this joint venture. Thacker Pass commenced construction in 2023 and is targeting initial lithium production in late 2027. Sawtooth is being reimbursed for costs of mining, capital expenditures and mine closure and will recognize a contractually agreed upon production fee once the mine is operating. In addition to providing comprehensive mining services, Sawtooth is currently assisting with certain construction services and will transport clay tailings once lithium production commences.

Minerals and Royalties Segment: The Minerals and Royalties segment derives income primarily by leasing our royalty and mineral interests to third-party exploration and production companies, and, to a lesser extent, other mining companies, granting them the rights to explore, develop, mine, produce, market and sell gas, oil, and coal in exchange for royalty payments based on the lessees' sales of those minerals.

The Minerals and Royalties segment owns royalty interests, mineral interests, non-participating royalty interests and overriding royalty interests (collectively mineral and royalty interests).

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The Minerals and Royalties segment owns royalty interests, mineral interests, non-participating royalty interests and overriding royalty interests (collectively mineral and royalty interests).

•Royalty Interest. Royalty interests generally result when the owner of a mineral interest leases the underlying minerals to an exploration and production company pursuant to an oil and gas lease. Typically, the resulting royalty interest is a cost-free percentage of production revenues for minerals extracted from the acreage. A holder of royalty interests is generally not responsible for capital expenditures or lease operating expenses, but royalty interests may be calculated net of post-production expenses, and typically have no environmental liability. Royalty interests leased to producers expire upon the expiration of the oil and gas lease and revert to the mineral owner.

•Mineral Interest. Mineral interests are perpetual rights of the owner to explore, develop, exploit, mine and/or produce any or all of the minerals lying below the surface of the property. The holder of a mineral interest has the right to lease the minerals to an exploration and production company. Upon the execution of an oil and gas lease, the lessee (the exploration and production company) becomes the working interest owner and the lessor (the mineral interest owner) has a royalty interest.

•Non-Participating Royalty Interest (NPRIs). NPRI is an interest in oil and gas production which is created from the mineral estate. The NPRI is expense-free, bearing no operational costs of production. The term non-participating indicates that the interest owner does not share in the bonus, rentals from a lease, nor the right to participate in the execution of oil and gas leases. The NPRI owner does, however, typically receive royalty payments.

•Overriding Royalty Interest (ORRIs). ORRIs are created by carving out the right to receive royalties from a working interest. Like royalty interests, ORRIs do not confer an obligation to make capital expenditures or pay for lease operating expenses and have limited environmental liability; however, ORRIs may be calculated net of post-production expenses, depending on how the ORRI is structured. ORRIs that are carved out of working interests are linked to the same underlying oil and gas lease that created the working interest, and therefore, such ORRIs are typically subject to expiration upon the expiration or termination of the oil and gas lease.

We may own more than one type of mineral and royalty interest in the same tract of land. For example, where we own an ORRI in a lease on the same tract of land in which we own a mineral interest, the ORRI in that tract will relate to the same gross acres as the mineral interest in that tract.

As of ~~June~~September 30, 2025 and December 31, 2024, Minerals and Royalties holds an equity investment of $19.~~0 million and $19.~~1 million, ~~respectively,~~ in Eiger, ~~LLC~~Resources, which holds non-operated working interests in oil and natural gas assets in the Kansas and the Oklahoma portion of the Hugoton basin. This entity meets the definition of a VIE. NACCO is not the primary beneficiary of the VIE as it does not exercise financial control; therefore, we do not consolidate the results of these operations within our financial statements. Instead, this contract is accounted for as an equity method investment. During the three months ended ~~June~~September 30, 2025 and 2024, we recorded our share of earnings of $01.31 million and $0.12 million, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, we recorded our share of earnings of $01.89 million and $0.14 million, respectively. These earnings are presented in the line Earnings of unconsolidated operations on the Unaudited Condensed Consolidated Statements of Operations. Our investment is reported on the line Equity method investment in Eiger, ~~LLC~~Resources in the Unaudited Condensed Consolidated Balance Sheets. Due to the timing and availability of ~~Eiger LLC's~~ financial information, earnings or losses from this investment are recorded on a one quarter lag.

Other Items: During the first ~~quarter~~nine months of 2025, $14.5 million of excess funds from the terminated Falkirk pension 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 401(k) plan participants. As of ~~June~~September 30, 2025, the remaining $129.06 million asset is recorded on the line Prepaid profit sharing and will continue to be reduced as profit sharing contributions are made to employees. During the ~~second~~first ~~quarter~~nine months of 2025, the Company and Falkirk’s former customer agreed to settle the corresponding liability for $10.9 million, resulting in a gain of $3.6 million on the Unaudited Condensed Consolidated Statement of Operations. In accordance with the agreement reached with the former customer, $5.5 million was paid to the former customer during ~~the second quarter of~~ 2025. The remaining $5.4 million, recorded on the line Excess funding liability on the Unaudited Condensed Consolidated Balance Sheet at ~~June~~September 30, 2025, will be paid to the former customer in ~~the second quarter of~~ 2026.

At June 30, 2025 and December 31, 2024, we had $17.0 million and $14.2 million, respectively, classified as Assets held for sale, primarily for draglines, other equipment and an office building in North Dakota.

During the second quarter of 2024, we sold land for $7.0 million and recognized a $4.5 million gain in the Minerals and Royalties segment on the Unaudited Condensed Consolidated Statements of Operations.

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At September 30, 2025 and December 31, 2024, we had $15.4 million and $14.2 million, respectively, classified as Assets held for sale. The assets held for sale consist of draglines not in use and an office building in North Dakota.

During the first nine months of 2024, we sold land for $7.0 million and recognized a $4.5 million gain in the Minerals and Royalties segment on the Unaudited Condensed Consolidated Statements of Operations.

Accounting Standards Not Yet Adopted: In December 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires entities to disclose more detailed information about their effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The adoption of this standard only impacts disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (ASU 2024-03), which requires entities to disclose disaggregated information about certain income statement expense line items in the notes to their financial statements on an annual and interim basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently in the process of evaluating the impact of this ASU on our Financial Statements and related disclosures.

Basis of Presentation: These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of our financial position at ~~June~~September 30, 2025, the results of our operations, comprehensive income, cash flows and changes in equity for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 have been included. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

The balance sheet at December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the information or notes required by U.S. GAAP for complete financial statements.

NOTE 2—Revenue Recognition

Nature of Performance Obligations: At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each promised good or service that is distinct. To identify the performance obligations, we consider all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.

Each mine or mine area has a contract with our respective customer that represents a contract under ASC 606. For our consolidated entities, our performance obligations vary by contract and consist of the following:

At MLMC, each MMBtu delivered during the production period is considered a separate performance obligation. Revenue is recognized at the point in time that control of each MMBtu of lignite transfers to the customer. Fluctuations in revenue from period to period generally result from changes in customer demand.

In the Contract Mining segment, the management service to oversee the operation of the equipment, and delivery of aggregates or other minerals is the performance obligation accounted for as a series. Performance momentarily creates an asset that the customer simultaneously receives and consumes; therefore, control is transferred to the customer over time. Consistent with the conclusion that the customer simultaneously receives and consumes the benefits provided, an input-based measure of progress is appropriate. As each month of service is completed, revenue is recognized for the amount of actual costs incurred, plus the management fee or fixed fee and the general and administrative fee (as applicable). Fluctuations in revenue from period to period result from changes in customer demand primarily due to increases and decreases in activity levels on individual contracts and variances in reimbursable costs. Revenue from part sales is recognized upon transfer of control of the parts to the customer.

The Minerals and Royalties segment enters into contracts which grant the right to explore, develop, produce and sell minerals controlled by us. These arrangements result in the transfer of mineral rights for a period of time; however, no rights to the actual land are granted other than access for purposes of exploration, development, production and sales. The mineral rights revert back to us at the expiration of the contract.

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Under these contracts, granting exclusive right, title, and interest in and to minerals, if any, is the performance obligation. The performance obligation under these contracts represents a series of distinct goods or services whereby each day of access that is provided is distinct. The transaction price consists of a variable sales-based royalty and, in certain arrangements, a fixed component in the form of an up-front lease bonus payment. As the amount of consideration we will ultimately be entitled to is entirely susceptible to factors outside of our control, the entire amount of variable consideration is constrained at contract inception. We believe that the pricing provisions of royalty contracts are customary in the industry. Up-front lease bonus payments represent the fixed portion of the transaction price and are recognized over the primary term of the contract, which is generally three to five years.

Mitigation Resources generates and sells stream and wetland mitigation credits (known as mitigation banking) and provides comprehensive reclamation and restoration construction services. In mitigation banking, each mitigation credit sale is considered a separate performance obligation. Mitigation banks are regulated and approved by the U.S. Army Corps of Engineers and other federal, state and local agencies. Mitigation credits are released in phases over the life of the mitigation bank. Revenue is recognized at the point in time that control of each mitigation credit transfers to the customer. Fluctuations in revenue from period to period generally result from changes in timing of mitigation credit releases and/or customer demand. For other ecological restoration services, contracts are generally structured as a management fee agreement under which Mitigation Resources is reimbursed for all costs incurred in performing the required services plus an agreed profit percentage or as a fixed fee contract. The services provided represent the performance obligation and are accounted for as a series. Performance momentarily creates an asset that the customer simultaneously receives and consumes; therefore, control is transferred to the customer as work is completed. Consistent with the conclusion that the customer simultaneously receives and consumes the benefits provided, an input-based measure of progress is appropriate. As each month of service is completed, revenue is recognized for the amount of actual costs incurred, plus the management fee or fixed fee. Fluctuations in revenue from period to period result from changes in customer demand primarily due to increases and decreases in activity levels of individual contracts and variances in reimbursable costs.

For other restoration construction services, contracts are generally structured as an agreement under which Mitigation Resources is reimbursed for all costs incurred in performing the required services plus a fixed fee. The services provided represent the performance obligation and are accounted for as a series. Performance momentarily creates an asset that the customer simultaneously receives and consumes; therefore, control is transferred to the customer as work is completed. Consistent with the conclusion that the customer simultaneously receives and consumes the benefits provided, an input-based measure of progress is appropriate. As each month of service is completed, revenue is recognized for the amount of actual costs incurred, plus the fixed fee. Fluctuations in revenue from period to period result from increases and decreases in activity levels of individual contracts and variances in reimbursable costs.

Significant Judgments: The contracts with our customers in the Utility Coal Mining and Contract Mining segments contain different types of variable consideration including, but not limited to, management fees that adjust based on volumes or MMBtu delivered. However, the terms of these variable payments relate specifically to our efforts to satisfy one or more, but not all, of the performance obligations (or to a specific outcome from satisfying the performance obligations) in the contract. Therefore, we allocate each variable payment (and subsequent changes to that payment) entirely to the specific performance obligation to which it relates. Management fees, as well as general and administrative fees, are also adjusted based on changes in specified indices (e.g., CPI) to compensate for general inflation changes. Index adjustments, if applicable, are effective prospectively.

In the Minerals and Royalties segment, we have the right to receive revenues from the sale of oil and natural gas through sales of the third-party lessees in which we own a mineral or royalty interest. Revenue is recognized at the point control of the product is transferred from the operator to the purchaser. Those purchasers remit payment to the operator and the operator, in turn, remits payment to us. Receivables from third-party lessees for which we did not receive actual production information, either due to timing delays or due to the unavailability of data at the time when revenues are recognized, are estimated using expected sales volumes and estimated prices. The difference between our estimates and the actual amounts received is recorded in the month that payment is received from the third-party lessee. We typically receive payment for oil and natural gas sales within 90 days of the month of delivery. For the three and nine months ended ~~June~~September 30, 2025, ~~differences between our first quarter pricing estimates~~ and ~~the~~September ~~actual amounts received from operators in the second quarter were immaterial. For the three months ended June~~ 30, 2024, respectively, differences between our pricing estimates and the actual amounts received from operators ~~resulted~~were ~~in a $2.3 million change in estimate. For the six months ended June 30, 2025 and 2024, change in estimates was~~ immaterial.

Cost Reimbursement: Certain contracts include reimbursement from customers of actual costs incurred for the purchase of supplies, equipment and services in accordance with contractual terms. Such reimbursable revenue is variable and subject to uncertainty, as the amounts received and timing thereof is highly dependent on factors outside of our control. Accordingly, reimbursable revenue is fully constrained and not recognized until the uncertainty is resolved, which typically occurs when the related costs are incurred on behalf of a customer. We are considered a principal in such transactions and record the associated revenue at the gross amount billed to the customer with the related costs recorded as an expense within cost of sales.

At the Thacker Pass lithium project, in addition to management fee income, the customer will reimburse Sawtooth for certain capital expenditures. Sawtooth will recognize revenue over the estimated useful life of the asset on a straight-line basis as the performance obligation is satisfied over time. In prior years, the customer received a $3.5 million advance from Sawtooth, which is included in the long-term contract asset. The customer will pay a $4.7 million success fee to Sawtooth if commercial mining milestones are met, at which time Sawtooth will recognize the revenue for the difference between the success fee and the amount advanced. If commercial mining milestones are not met, the customer will only repay the $3.5 million advance.

Prior Period Performance Obligations: As discussed above, we record royalty income in the month production is delivered to the purchaser. The expected sales volumes and prices for these properties are estimated and recorded in Trade accounts receivable in the accompanying Unaudited Condensed Consolidated Balance Sheets. The difference between our estimates and the actual amounts received is recorded in the month that payment is received from the third-party lessee. For the three and six months ended June 30, 2025, royalty income recognized in the reporting period relating to production satisfied in prior periods

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Prior Period Performance Obligations: As discussed above, we record royalty income in the month production is delivered to the purchaser. The expected sales volumes and prices for these properties are estimated and recorded in Other current assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. The difference between our estimates and the actual amounts received is recorded in the month that payment is received from the third-party lessee. For the three and nine months ended September 30, 2025, royalty income recognized in the reporting period relating to production satisfied in prior periods was immaterial and $1.5 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2024, royalty income recognized in the reporting period relating to production satisfied in prior periods was immaterial.

Disaggregation of Revenue: In accordance with ASC 606-10-50, we disaggregate revenue from contracts with customers into major goods and service lines and timing of transfer of goods and services. We determined that disaggregating revenue into these categories achieves the disclosure objective of depicting how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Our business consists of the Utility Coal Mining, Contract Mining and Minerals and Royalties segments as well as Unallocated Items. See Note 7 to the Unaudited Condensed Consolidated Financial Statements for further discussion of segment reporting. The following table disaggregates revenue by major sources as of ~~June~~September 30:

THREE MONTHS ENDED

~~SIX~~NINE MONTHS ENDED

JUNE 30

SEPTEMBER 30

2025

2024

2025

2024

Timing of Revenue Recognition

Transferred at a point in time

2920,~~472~~125

1417,~~498~~134

5070,~~326~~451

2946,~~606~~740

Transferred over time

3856,~~763~~489

3744,~~847~~522

83139,~~480~~969

76120,~~028~~550

Total revenues

6876,~~235~~614

5261,~~345~~656

~~133~~210,~~806~~420

~~105~~167,~~634~~290

Contract Balances: The opening and closing balances of our current and long-term contract assets and liabilities and receivables are as follows:

	Contract balances
	Trade accounts receivable		Contract asset (current)		Contract asset(long-term)		Contract liability (current)		Contract liability (long-term)
Balance at January 1, 2025	$	49,706	$	313	$	3,500	$	484	$	5,119
Balance at June 30, 2025	38,861		388		3,500		1,450		8,435
Balance at September 30, 2025	30,889		332		3,500		1,003		9,514
Increase (decrease)	$	(1018,~~845~~817)	$	7519	$	—	$	~~966~~519	$	34,~~316~~395

We expect to recognize $10.27 million in the remainder of 2025, $0.4 million in 2026 and 2027, $1.2 million in 2028, $2.6 million in 2029 and $45.13 million thereafter related to the contract liability remaining at ~~June~~September 30, 2025. The difference between the opening and closing balances of our contract balances results from the timing difference between our performance and the customer’s payment.

We have no contract assets recognized from the costs to obtain or fulfill a contract with a customer.

NOTE 3—Inventories

Inventories are summarized as follows:

	JUNE 302025		DECEMBER 312024
	SEPTEMBER 302025		DECEMBER 312024
Coal and aggregates	$	1920,~~912~~600	$	27,076
Mining supplies	7273,~~331~~838		67,532
Total inventories	$	9294,~~243~~438	$	94,608

We recorded inventory impairment charges of $12.37 million and $47.30 million during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and $01.70 million and $34.1 million during the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. The inventory impairment charges are in the Cost of sales line in the accompanying Unaudited Condensed Consolidated Statements of Operations as mining costs exceeded the net realizable value of coal inventory at MLMC.

Mining supplies inventory consists primarily of critical spare parts to support Contract Mining’s dragline operations and other general supplies used on day-to-day operations. Mining supplies inventory not expected to be utilized within the next 12 months is classified as long-term on the Unaudited Condensed Consolidated Balance Sheet.

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NOTE 4—Stockholders' Equity

Stock Repurchase Program: On November 7, 2023, our Board of Directors approved a stock repurchase program (2023 Stock Repurchase Program) providing for the purchase of up to $20.0 million of our outstanding Class A Common stock through December 31, 2025. During the three months ended ~~June~~September 30, 2025 there were no stock repurchases. During the ~~six~~nine months ended ~~June~~September 30, 2025, we repurchased 22,198 shares of Class A Common Stock ~~under the 2023 Stock Repurchase Program~~ for an aggregate purchase price of $0.7 million. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, we repurchased ~~108~~68,~~371~~282 and ~~236~~304,~~058~~340 shares, respectively, of Class A Common Stock ~~under the 2023 Stock Repurchase Program~~ for an aggregate purchase price of $32.30 million and $79.6 million, respectively.

The timing and amount of any repurchases under the 2023 Stock Repurchase Program are determined at the discretion of our management based on a number of factors, including the availability of capital, other capital allocation alternatives, market conditions for our Class A Common Stock and other legal and contractual restrictions. The 2023 Stock Repurchase Program does not require us to acquire any specific number of shares and may be modified, suspended, extended or terminated by us without prior notice and may be executed through open market purchases, privately negotiated transactions or otherwise. All or part of the repurchases under the 2023 Stock Repurchase Program may be implemented under a Rule 10b5-1 trading plan, which would allow repurchases under pre-set terms at times when we might otherwise be restricted from doing so under applicable securities laws.

NOTE 5—Fair Value Disclosure

Recurring Fair Value Measurements: The following table presents our assets and liabilities accounted for at fair value on a recurring basis:

			Fair Value Measurements at Reporting Date Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
Description	Date		(Level 1)		(Level 2)		(Level 3)
	June 30, 2025
	September 30, 2025
Assets:
Equity securities	$	1718,~~769~~109	$	1718,~~769~~109	$	—	$	—
	$	1718,~~769~~109	$	1718,~~769~~109	$	—	$	—
	December 31, 2024
Assets:
Equity securities	$	18,663	$	18,663	$	—	$	—
	$	18,663	$	18,663	$	—	$	—

Bellaire is our non-operating subsidiary with legacy liabilities relating to closed mining operations. Prior to 2024, Bellaire contributed $5.0 million to establish a mine water treatment trust (Mine Water Treatment Trust) to assure the long-term treatment of post-mining discharge. Bellaire's Mine Water Treatment Trust invests in equity securities that are reported at fair value based upon quoted market prices in active markets for identical assets; therefore, they are classified as Level 1 within the fair value hierarchy. The fair value of the Mine Water Treatment Trust was $1213.52 million and $12.3 million at ~~June~~September 30, 2025 and December 31, 2024, respectively, and is recognized as a component of Equity securities in the accompanying Unaudited Condensed Consolidated Balance Sheets. We recognized agains ~~gain~~ of $0.87 million and $01.52 million during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and agains ~~gain~~ of $0.36 million and $1.05 million during the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively, related to the Mine Water Treatment Trust.

Prior to 2024, we invested $2.0 million in equity securities of a public company with a diversified portfolio of royalty producing mineral interests. The investment is reported at fair value based upon quoted market prices in active markets for identical assets; therefore, it is classified as Level 1 within the fair value hierarchy. The fair value of this investment was $54.39 million and $6.3 million at ~~June~~September 30, 2025 and December 31, 2024, respectively, and is recognized as a component of Equity securities in the accompanying Unaudited Condensed Consolidated Balance Sheets. We recognized alosses ~~loss~~ of $0.4 million and $1.0 million during the three and six months ended June 30, 2025, respectively, and a loss of $0.5 million and $0.2 million during the three and six months ended June 30, 2024, respectively, related to the investment in these equity securities.

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~~The~~million ~~change~~and in$1.4 ~~fair~~million ~~value~~during ofthe ~~equity~~three ~~securities~~and isnine ~~reported~~months onended ~~the~~September ~~line~~30, ~~(Gain)~~2025, ~~loss~~respectively, onand ~~equity~~losses ~~securities~~of in$0.1 million and $0.3 million during the ~~Other~~three ~~(income)~~and ~~expense~~nine ~~section~~months ofended ~~the~~September ~~Unaudited~~30, ~~Condensed~~2024, ~~Consolidated~~respectively, ~~Statements~~related ofto ~~Operations~~the investment in these equity securities.

~~There~~The ~~were~~change noin ~~transfers~~fair ~~into~~value orof ~~out~~equity ofsecurities ~~Levels~~is 1,reported 2on orthe 3line ~~during~~(Gain) loss on equity securities in the ~~six~~Other ~~months~~expense ~~ended~~(income) ~~June 30,~~section ~~2025~~of ~~and~~the ~~2024~~Unaudited Condensed Consolidated Statements of Operations.

There were no transfers into or out of Levels 1, 2 or 3 during the nine months ended September 30, 2025 and 2024.

NOTE 6—Unconsolidated Subsidiaries

Each of our wholly owned Unconsolidated Subsidiaries, within the Utility Coal Mining and Contract Mining segments, meet the definition of a VIE. The Unconsolidated Subsidiaries are capitalized primarily with debt financing provided by or supported by their respective customers, and generally without recourse to us. Although we own 100% of the equity and manage the daily operations of the Unconsolidated Subsidiaries, we have determined that the equity capital provided by us is not sufficient to adequately finance the ongoing activities or absorb any expected losses without additional support from the customers. The customers have a controlling financial interest and have the power to direct the activities that most significantly affect the economic performance of the entities. As a result, we are not the primary beneficiary and therefore do not consolidate these entities' financial positions or results of operations. See Note 1 for a discussion of these entities.

The Investment in the unconsolidated subsidiaries and related tax positions totaled $1618.16 million and $14.1 million at ~~June~~September 30, 2025 and December 31, 2024, respectively. Our risk of loss relating to these entities is limited to our invested capital, which was $45.87 million and $5.5 million at ~~June~~September 30, 2025 and December 31, 2024, respectively. Earnings of Unconsolidated Subsidiaries were $1215.94 million and $2843.37 million during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and $1314.59 million and $2641.8 million during the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

NACCO Natural Resources is a party to certain guarantees related to Coyote Creek. Under certain circumstances of default or termination of Coyote Creek’s Lignite Sales Agreement (LSA), NACCO Natural Resources would be obligated for payment of a make-whole amount to Coyote Creek’s third-party lenders. The make-whole amount is based on the excess, if any, of the discounted value of the remaining scheduled debt payments over the principal amount. In addition, in the event Coyote Creek’s LSA is terminated by Coyote Creek’s customers, NACCO Natural Resources is obligated to purchase Coyote Creek’s dragline and rolling stock for the then net book value of those assets. To date, no payments have been required from NACCO Natural Resources since the inception of these guarantees. We believe that the likelihood NACCO Natural Resources would be required to perform under the guarantees is remote, and no amounts related to these guarantees have been recorded.

NOTE 7—Business Segments

Our operating segments are: (i) Utility Coal Mining, (ii) Contract Mining and (iii) Minerals and Royalties. We determine our reportable segments by first identifying our operating segments, and then by assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. Our President and Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), utilizes Operating profit (loss) to evaluate segment performance and allocate resources. Our CODM considers actual, budgeted and forecasted Operating profit (loss) from operations on a monthly basis for evaluating the performance of each segment and making decisions about allocating capital and other resources to each segment. See Note 1 for a discussion of our reportable segments.

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

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The following table provides segment financial information and a reconciliation of segment results to consolidated results:

THREE MONTHS ENDED

~~SIX~~NINE MONTHS ENDED

JUNE 30

SEPTEMBER 30

2025

2024

2025

2024

Revenues

Utility Coal Mining

2819,~~626~~654

1417,~~996~~706

4767,~~865~~519

3048,~~541~~247

Contract Mining

3045,~~723~~611

2732,~~920~~326

62107,~~249~~860

5284,~~403~~729

Minerals and Royalties

79,~~268~~313

58,~~593~~849

1827,~~170~~483

1524,~~994~~843

Unallocated Items

2,~~223~~958

43,~~566~~745

69,~~623~~581

711,~~828~~573

Eliminations

(~~605~~922)

(~~730~~970)

(12,~~101~~023)

(12,~~132~~102)

Total

6876,~~235~~614

5261,~~345~~656

~~133~~210,~~806~~420

~~105~~167,~~634~~290

Cost of sales

Utility Coal Mining

3021,~~327~~511

1618,~~138~~054

5274,~~897~~408

3755,~~081~~135

Contract Mining

2842,~~659~~395

2431,~~254~~379

5799,~~037~~432

4577,~~925~~304

Minerals and Royalties

~~986~~1,121

1,~~501~~286

34,~~230~~351

24,~~865~~151

Unallocated Items

2,~~051~~502

4,~~167~~622

57,~~288~~790

611,~~879~~501

Eliminations

(~~608~~886)

(~~733~~929)

(12,~~120~~006)

(12,~~152~~081)

Total

6166,~~415~~643

4554,~~327~~412

~~117~~183,~~332~~975

91146,~~598~~010

Earnings of unconsolidated operations

Utility Coal Mining

1114,~~656~~311

1213,~~006~~821

2640,~~119~~430

2437,~~013~~834

Contract Mining

1,~~232~~074

1,~~448~~122

23,~~201~~275

23,~~813~~935

Minerals and Royalties

~~251~~1,111

~~138~~213

~~805~~1,916

73286

Unallocated Items

(12)

—(1)

(13)

—(1)

Total

1316,~~138~~494

1315,~~592~~155

2945,~~124~~618

2642,~~899~~054

Operating expenses (income)*

Utility Coal Mining

87,~~733~~467

87,~~097~~147

1623,~~074~~541

1522,~~123~~270

Contract Mining

2,~~286~~361

2,~~029~~543

46,~~433~~794

36,~~851~~394

Minerals and Royalties

1,~~328~~335

(31,~~361)~~588

23,~~633~~968

(~~2,319~~731)

Unallocated Items

78,~~662~~525

65,~~479~~034

1423,~~827~~352

1217,~~157~~191

Total

2019,~~009~~688

1316,~~244~~312

3757,~~967~~655

2845,~~812~~124

Operating (loss) profit

Operating profit (loss)

Utility Coal Mining

14,~~222~~987

219,~~767~~938

510,~~013~~000

222,~~350~~288

Contract Mining

1,~~010~~929

~~3,085~~(474)

24,~~980~~909

54,~~440~~966

Minerals and Royalties

57,~~205~~968

76,~~591~~188

1321,~~112~~080

1521,~~521~~709

Unallocated Items

(78,~~491~~071)

(65,~~080~~912)

(1321,~~493~~564)

(1117,~~208~~120)

Eliminations

3(36)

3(41)

19(17)

20(21)

Total

~~(51)~~6,777

719,~~366~~699

714,~~631~~408

1231,~~123~~822

*Operating expenses (income) consist of Selling, general and administrative expenses, Amortization of intangible assets and Gain on sale of assets.

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THREE MONTHS ENDED

~~SIX~~NINE MONTHS ENDED

JUNE 30

SEPTEMBER 30

2025

2024

2025

2024

Expenditures for property, plant and equipment and acquisition of mineral interests

Utility Coal Mining

14,~~433~~550

13,~~913~~338

26,~~050~~600

37,~~707~~045

Contract Mining

110,~~032~~697

53,~~168~~170

718,~~786~~483

1014,~~986~~156

Minerals and Royalties

—4,252

10708

~~807~~5,059

~~146~~854

Unallocated Items

~~677~~2,893

~~827~~1,080

14,~~307~~200

78,~~562~~642

Total

322,~~142~~392

78,~~918~~296

1134,~~950~~342

2230,~~401~~697

Depreciation, depletion and amortization

Utility Coal Mining

2,~~132~~135

2,~~896~~154

46,~~150~~285

57,~~110~~264

Contract Mining

2,~~917~~777

2,~~434~~672

58,~~619~~396

47,~~690~~362

Minerals and Royalties

~~845~~935

1,~~323~~092

23,~~753~~688

23,~~316~~408

Unallocated Items

~~197~~347

~~354~~333

~~362~~709

~~583~~916

Total

6,~~091~~194

76,~~007~~251

1219,~~884~~078

1218,~~699~~950

JUNE 302025

DECEMBER 312024

SEPTEMBER 302025

DECEMBER 312024

Total assets

Utility Coal Mining

~~117~~113,~~201~~276

125,301

Contract Mining

~~212~~203,~~254~~325

204,889

Minerals and Royalties

9699,~~247~~937

99,905

Unallocated Items**

~~205~~221,~~610~~095

201,592

Total

~~631~~637,~~312~~633

631,687

**Unallocated Items consist primarily of Cash and cash equivalents, assets of growth businesses, Deferred income taxes and Investments in unconsolidated subsidiaries.

NOTE 8—Contingencies

Various legal and regulatory proceedings and claims have been or may be asserted against NACCO and certain subsidiaries relating to the conduct of their businesses. These proceedings and claims are incidental to the ordinary course of our business. Management believes that it has meritorious defenses and will vigorously defend us in these actions. Any costs that management estimates will be paid as a result of these claims are accrued when the liability is considered probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is probable or reasonably possible and which are material, we disclose the nature of the contingency and, in some circumstances, an estimate of the possible loss.

These matters are subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of an adverse impact on our financial position, results of operations and cash flows of the period in which the ruling occurs, or in future periods.

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Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except as noted and per share data)

Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon management's current expectations and are subject to various uncertainties and changes in circumstances. Important factors that could cause actual results to differ materially from those described in these forward-looking statements are set forth below under the heading Forward-Looking Statements.

Management's Discussion and Analysis of Financial Condition and Results of Operations include NACCO Industries, Inc.® (NACCO) and its wholly owned subsidiary, NACCO Natural Resources Corporation® (NACCO Natural Resources and with NACCO collectively, the Company, we, our or us). NACCO Natural Resources brings natural resources to life by delivering aggregates, minerals, reliable fuels and environmental solutions through our robust business portfolio. We operate under three 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 contract mining services for producers of industrial minerals. The Minerals and Royalties segment, which includes the Catapult Mineral Partners® (Catapult) business, acquires and promotes the development of mineral interests and related investments.

Mitigation Resources of North America® (Mitigation Resources) provides stream and wetland mitigation solutions as well as comprehensive reclamation and restoration construction services. ReGen Resources is pursuing opportunities to develop new power generation resources. See Note 1 to the Unaudited Condensed Consolidated Financial Statements within this Form 10-Q for further discussion of our operating segments.

We have items not directly attributable to a reportable segment, which are therefore excluded from the 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~~its long-term liabilities related to former Eastern U.S. underground mining activities.

During ~~the second quarter of~~ 2025, we ~~updated~~changed the names of our reportable segments to make it easier for our stakeholders to understand the business ~~models~~activities within each segment. The Utility Coal Mining, Contract Mining and Minerals and Royalties segments were formerly the Coal Mining, North American Mining and Minerals Management segments, respectively. There were no changes to the composition of each segment and therefore no changes to historical segment reporting.

Government Regulation Update: There have been no material changes to the Government Regulation Update previously disclosed on pages 9 through 17 in our Annual Report on Form 10-K for the year ended December 31, 2024, except as follows:

The Environmental Protection Agency (EPA)

In July 2025, the EPA issued a final rule and companion proposal that will extend the compliance deadlines for coal combustion residual (CCR) management unit (CCRMU) requirements.

In June 2025, the EPA announced plans to repeal regulations on power plants (Clean Power Plan 2.0) and Mercury and Air Toxics Standards (MATS). Litigation over the previously adopted Clean Power Plan 2.0 and MATS rules continues to be held in abeyance while the EPA conducts new rulemaking to repeal the rules.

In May 2025, the EPA granted an administrative petition for reconsideration of the portion of the Clean Air Act’s regional haze rule which disapproved North Dakota's state implementation plan. The EPA is required to submit status reports every 120 days, ~~with~~and ~~the~~submitted its first status report ~~due~~on ~~October~~September 230, 2025. This case continues to be held in abeyance while the EPA reconsiders the rule.

In May 2025, the EPA proposed to approve North Dakota’s CCR program application, which would allow the state, rather than the federal government, to manage coal ash disposal in surface impoundments and landfills.

In March 2025, the Trump Administration announced that the EPA will undertake historic actions of deregulation, as discussed above, but also including:

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Since March 2025, the Trump Administration announced that the EPA will undertake historic actions of deregulation, as discussed above, but also including:

•Reconsideration of regulations on the oil and gas industry;

•Reconsideration of mandatory Greenhouse Gas Reporting Program;

•Reconsideration of limitations, guidelines and standards for the Steam Electric Power Generating Industry to ensure low-cost electricity while protecting water resources;

•Reconsideration of wastewater regulations for oil and gas development to help unleash American energy;

•Reconsideration of the Risk Management Program rule;

•~~Reconsideration~~Rescinding of the 2009 Carbon Dioxide Endangerment Finding and regulations and actions that rely on that Finding;

•Reconsideration of Particulate Matter National Ambient Air Quality Standards;

•Reconsideration of multiple National Emission Standards for Hazardous Air Pollutants for American energy and manufacturing sectors;

•Restructuring the Regional Haze Program;

•Overhauling the Social Cost of Carbon;

•Redirecting enforcement resources to the EPA’s core mission;

•Ending the Good Neighbor Plan; and

•Working with states and tribes to resolve massive backlog with State Implementation Plans and Tribal Implementation Plans.

Federal Coal Leasing

In April 2025, President Trump signed four executive orders designed to boost the U.S. coal industry, outlining steps to protect coal-fired power plants and expedite leases for coal mining on U.S. land. We enter into leases of federally owned coal for a small portion of the coal mined at certain of our North Dakota mines. In October 2025, the Company's two federal coal lease applications were issued by the Department of Interior’s Bureau of Land Management.

We enter into leases of federally owned coal for a small portion of the coal mined at certain of our North Dakota mines. These lease applications require review under the National Environmental Policy Act (NEPA). The Department of Interior’s Bureau of Land Management (BLM) conducted the NEPA process for almost five years on two federal coal lease applications with no published Environmental Assessments. In April 2025 and June 2025, respectively, the BLM published the draft Environmental Assessments for the lease applications in the Federal Register subject to a 30-day public comment period for the April publication and a 15-day public comment period for the June publication.

Other Regulations

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. The OBBBA includes changes to U.S. tax law including provisions for bonus depreciation, current expensing of research expenditures and changes to the interest deductibility threshold. The changes resulting from the tax provisions in OBBBA ~~are~~did not ~~expected to~~ have a material impact on our results of operations.

The OBBBA includes substantial changes to U.S. solar energy tax policy which could have a material impact on the solar projects being developed by ReGen Resources. Our investments in solar ~~and other energy~~ projects are dependent, in part, upon current state regulatory incentives and federal tax credits in order for the projects to be economically viable. To mitigate the impacts of evolving regulations, we are focused on safe-harboring certain projects by establishing the beginning of construction through physical work of a significant nature to retain federal investment tax credits. We have approximately $47.52 million of capitalized assets associated with our solar projects. We have incurred, and will continue to incur, costs in connection with these projects and the results of operations and/or return on investment could be lower than anticipated.

The United States has recently enacted and proposed to enact significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any such policies, treaties or tariffs could be implemented, could restrict our access to suppliers and increase the cost of equipment and supplies imported into the U.S.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Refer to the discussion of our Critical Accounting Policies and Estimates as disclosed on pages 50 through 51 in our Annual Report on Form 10-K for the year ended December 31, 2024. Our Critical Accounting Policies and Estimates have not materially changed since December 31, 2024.

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CONSOLIDATED FINANCIAL SUMMARY

Our results of operations were as follows for the three and ~~six~~nine months ended ~~June~~September 30:

THREE MONTHS

~~SIX~~NINE MONTHS

2025

2024

2025

2024

Revenues:

Utility Coal Mining

2819,~~626~~654

1417,~~996~~706

4767,~~865~~519

3048,~~541~~247

Contract Mining

3045,~~723~~611

2732,~~920~~326

62107,~~249~~860

5284,~~403~~729

Minerals and Royalties

79,~~268~~313

58,~~593~~849

1827,~~170~~483

1524,~~994~~843

Unallocated Items

2,~~223~~958

43,~~566~~745

69,~~623~~581

711,~~828~~573

Eliminations

(~~605~~922)

(~~730~~970)

(12,~~101~~023)

(12,~~132~~102)

Total revenue

6876,~~235~~614

5261,~~345~~656

~~133~~210,~~806~~420

~~105~~167,~~634~~290

Operating (loss) profit:

Operating profit (loss):

Utility Coal Mining

14,~~222~~987

219,~~767~~938

510,~~013~~000

222,~~350~~288

Contract Mining

1,~~010~~929

~~3,085~~(474)

24,~~980~~909

54,~~440~~966

Minerals and Royalties

57,~~205~~968

76,~~591~~188

1321,~~112~~080

1521,~~521~~709

Unallocated Items

(78,~~491~~071)

(65,~~080~~912)

(1321,~~493~~564)

(1117,~~208~~120)

Eliminations

3(36)

3(41)

19(17)

20(21)

Total operating (loss) profit

(51)

7,366

7,631

12,123

Total operating profit

6,777

19,699

14,408

31,822

Interest expense

1,~~944~~087

1,~~311~~386

34,~~718~~805

23,~~422~~808

Interest income

(~~770~~708)

(1,~~038~~084)

(12,~~635~~343)

(23,~~165~~249)

Closed mine obligations

~~503~~478

~~471~~463

~~976~~1,454

~~926~~1,389

(Gain) loss on equity securities

(~~349~~284)

~~264~~(442)

~~521~~237

(~~777~~1,219)

Gain on settlement of excess funding liability

~~(3,590)~~—

—

(3,590)

—

Other, net

~~217~~247

~~130~~244

~~520~~767

~~(84)~~160

Other (income) expense, net

(2,045)

1,138

510

322

Other expense, net

820

567

1,330

889

Income before income tax (benefit) provision

15,~~994~~957

619,~~228~~132

713,~~121~~078

1130,~~801~~933

Income tax (benefit) provision

(17,~~266~~297)

~~256~~3,497

(18,~~039~~336)

14,~~259~~756

Net income

313,~~260~~254

515,~~972~~635

821,~~160~~414

1026,~~542~~177

Effective income tax rate

(63122.5)

418.13

(1463.67)

1015.74

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

~~Second~~Third Quarter of 2025 Compared with ~~Second~~Third Quarter of 2024, and First ~~Six~~Nine Months Ended ~~June~~September 30, 2025 Compared with First ~~Six~~Nine Months Ended ~~June~~September 30, 2024

Other ~~(income)~~ expense, net

Interest expense ~~increased~~decreased in the ~~second~~third quarter of 2025 ~~and~~compared with the respective 2024 period due to an increase in capitalized interest as well as lower average interest rates. Interest expense increased in the first ~~six~~nine months of 2025 compared with the respective 2024 ~~periods~~period due to higher average borrowings, partially offset by an increase in capitalized interest and lower average interest rates.

Interest income decreased in the ~~second~~third quarter of 2025 and the first ~~six~~nine months of 2025 compared with the respective 2024 periods due to lower earnings on reduced invested cash balances.

(Gain) loss on equity securities represents changes in the market price of invested assets reported at fair value. The change in the ~~second~~third quarter of 2025 and the first ~~six~~nine months of 2025 compared with the respective 2024 periods was due to fluctuations in the market prices of the exchange-traded equity securities. See Note 5 to the Unaudited Condensed Consolidated Financial Statements for further discussion of equity securities.

During the first ~~quarter~~nine months of 2025, $14.5 million of excess funds from the terminated Falkirk pension 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 401(k) plan participants. During the second quarter of 2025, NACCO and~~

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utilized to offset future profit sharing contributions to 401(k) plan participants. During the first nine months of 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.

Income Taxes

We evaluate and update our estimated annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. Historically, our actual effective tax rates have differed from the statutory effective tax rate primarily due to the benefit received from percentage depletion. The effective rate benefit from percentage depletion varies based upon the mix and timing of actual earnings compared to projections of earnings between entities that benefit from percentage depletion and those that do not, and as such the effective tax rate may vary quarterly and may make quarterly comparisons not meaningful. The benefit of percentage depletion is not directly related to the amount of consolidated pre-tax income recorded in a period. Accordingly, inas ~~periods~~a ~~where~~result of the reduction in 2025 income before income tax iscompared ~~relatively~~with ~~small~~2024, the proportional effect of the benefit from percentage depletion on the effective income tax rate ~~may~~results bein ~~significant~~a negative forecasted effective tax rate for 2025. This contributed to the income tax benefit recorded for the three and ~~six~~nine months ended ~~June~~September 30, 2025. Each quarter, we update our estimate of the annual effective tax rate, and the cumulative impact of the change in the estimated annual tax rate is recorded, which can make quarterly comparisons not meaningful.

LIQUIDITY AND CAPITAL RESOURCES OF NACCO

Cash Flows

The following tables detail the changes in cash flow for the ~~six~~nine months ended ~~June~~September 30:

	2025		2024		Change
Operating activities:
Net cash used for operating activities	$	(2,753)	$	(5,698)	$	2,945
Net cash provided by (used for) operating activities	$	39,502	$	(2,879)	$	42,381
Investing activities:
Expenditures for property, plant and equipment and acquisition of mineral interests	(1134,~~950~~342)		(2230,~~401~~697)		10(3,~~451~~645)
Other	~~915~~1,532		(~~874~~358)		1,~~789~~890
Net cash used for investing activities	(1132,~~035~~810)		(2331,~~275~~055)		12(1,~~240~~755)
Cash flow before financing activities	$	~~(13~~6,~~788)~~692	$	(2833,~~973~~934)	$	1540,~~185~~626

The $242.94 million change in net cash provided by (used for) operating activities was primarily due to a favorable change in ~~non-~~the adjustments to reconcile net income to net cash ~~items~~provided by operating activities. The Company’s ~~non-cash~~adjustments ~~items~~ primarily include the business interruption insurance recoveries at MLMC in 2024, Gain on sale of assets, deferred income taxes, depreciation, depletion and amortization and stock-based compensation.

	2025		2024		Change
Financing activities:
Net (reductions) additions to long-term debt and revolving credit agreements	$	(5,378)	$	17,090	$	(22,468)
Cash dividends paid	(3,570)		(3,306)		(264)
Purchase of treasury shares	(695)		(7,559)		6,864
Net cash (used for) provided by financing activities	$	(9,643)	$	6,225	$	(15,868)

A change in operating assets and liabilities also contributed to the increase in net cash provided by (used for) operating activities. Accounts receivable decreased during the current-year period due to the timing of collections, whereas accounts receivable was comparable in the prior periods. Inventory levels at September 30, 2025 are relatively consistent with year-end balances, whereas inventories 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 was comparable in prior periods.

The change in net cash (used for) provided by financing activities was primarily due to reductions in debt borrowings during the first six months of 2025 compared with additions during the first six months of 2024, partially offset by a decrease in share repurchases during the first six months of 2025.


	2025		2024		Change
Financing activities:
Net (reductions) additions to long-term debt and revolving credit agreements	$	(20,721)	$	26,417	$	(47,138)
Cash dividends paid	(5,452)		(4,964)		(488)
Purchase of treasury shares	(695)		(9,576)		8,881

Net cash (used for) provided by financing activities	$	(26,868)	$	11,877	$	(38,745)

~~Financing~~The ~~Activities~~change in net cash (used for) provided by financing activities was primarily due to reductions in debt borrowings during the first nine months of 2025 compared with additions during the first nine months of 2024, partially offset by a decrease in share repurchases during the first nine months of 2025.

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 $65.0 million at June 30, 2025. At June 30, 2025, the excess availability under the Facility was $90.5 million, which reflects a reduction for outstanding letters of credit of $44.5 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.

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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 June 30, 2025, for base rate and Term Secured Overnight Financing Rate loans were 1.75% and 2.75%, respectively. The Facility has a commitment fee which is based upon achieving various levels of debt to EBITDA ratios. The commitment fee was 0.45% on the unused commitment at June 30, 2025. During the three and six months ended June 30, 2025, the average borrowing under the Facility was $66.0 million and $62.7 million, respectively, and the weighted-average annual interest rate was 7.05% and 7.00%, respectively.Activities

~~The~~In ~~Facility~~September ~~contains restrictive covenants~~2024, ~~which require, among other things,~~ NACCO Natural Resources toamended ~~maintain~~its asecured ~~maximum~~revolving ~~net~~line ~~debt to EBITDA ratio~~ of ~~2.75~~credit (Facility) to ~~1.00~~increase ~~and~~the anrevolving ~~interest~~credit ~~coverage~~commitments ~~ratio of not less than 4.00~~ to 1$200.~~00.~~0 ~~The~~million ~~Facility~~and ~~provides~~extend the ~~ability~~maturity to ~~make~~September ~~loans,~~2028. ~~dividends~~Borrowings ~~and~~outstanding ~~advances~~under tothe ~~NACCO,~~Facility ~~with~~were ~~some restrictions based on maintaining a maximum debt to EBITDA ratio of 1.~~$50.0 million toat ~~1.00~~September 30, ~~or if greater than 1~~2025.50 toAt ~~1.00~~September 30, a2025, ~~Fixed~~the ~~Charge~~excess ~~Coverage~~availability ~~Ratio~~under ofthe ~~1.10~~Facility towas 1$99.~~00.~~3 ~~At June 30~~million, ~~2025,~~which ~~NACCO~~reflects ~~Natural~~a ~~Resources~~reduction ~~was~~for inoutstanding ~~compliance~~letters ~~with~~of ~~all~~credit ~~financial~~of ~~covenants~~$50.7 ~~in the Facility~~million.

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 September 30, 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 debt to EBITDA ratios. The commitment fee was 0.40% on the unused commitment at September 30, 2025. During the three and nine months ended September 30, 2025, the average borrowing under the Facility was $47.1 million and $57.5 million, respectively, and the weighted-average annual interest rate was 8.53% and 7.41%, 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 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 September 30, 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.

Expenditures for property, plant and equipment and mineral interests

Expenditures for property, plant and equipment were $1234.03 million during the first ~~six~~nine months of 2025, primarily for ~~equipment~~a indragline ~~the~~and ~~Contract~~dragline ~~Mining~~related ~~segment.~~repairs ~~Planned expenditures for the remainder of 2025 are expected to be approximately $74 million. This amount includes $11 million~~ in the ~~Utility Coal Mining segment, $31 million in the~~ Contract Mining segment~~, $20 million in the Minerals and Royalties segment and $12 million in growth businesses included in Unallocated Items~~. ~~Expenditures are expected to be funded from internally generated funds and/or bank borrowings.~~

Planned expenditures for the remainder of 2025 are expected to be approximately $44 million. This amount includes $7 million in the Utility Coal Mining segment, $19 million in the Contract Mining segment, $16 million in the Minerals and Royalties segment and $2 million in growth businesses included in Unallocated Items. Planned expenditures in 2026 are expected to be approximately $70 million.

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

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Capital Structure

NACCO's consolidated capital structure is presented below:

JUNE 302025

DECEMBER 312024

Change

SEPTEMBER 302025

DECEMBER 312024

Change

Cash and cash equivalents

4952,~~402~~657

72,833

(2320,~~431~~176)

Other net tangible assets

~~479~~474,~~858~~440

451,962

2722,~~896~~478

Intangible assets, net

54,~~068~~901

5,475

(~~407~~574)

Net assets

~~534~~531,~~328~~998

530,270

41,~~058~~728

Total debt

(9580,~~506~~162)

(99,514)

419,~~008~~352

Bellaire closed mine obligations

(25,~~702~~434)

(25,809)

~~107~~375

Total equity

~~413~~426,~~120~~402

404,947

821,~~173~~455

Debt to total capitalization

1916%

20%

(14)%

The increase in other net tangible assets at ~~June~~September 30, 2025 compared with December 31, 2024 was mainly the result of: increases in Property, plant and equipment and tax assets. These increases were partially offset by a decrease in Trade accounts receivable during the first nine months of 2025 primarily due to the timing of payments.

•An increase in Prepaid insurance due to the timing of payments;

•A decrease in Accrued payroll for payments made during the first six months of 2025 related to our incentive compensation plans; and

•An increase in Deposits with vendors.

These changes were partially offset by a decrease in Trade accounts receivable during the first six months of 2025 due to the timing of payments.

Contractual Obligations, Contingent Liabilities and Commitments

Since December 31, 2024, other than the changes identified above, there have been no significant changes in the total amount of NACCO's contractual obligations, contingent liabilities or commercial commitments, or the timing of cash flows in accordance with those obligations as reported on pages 56 and 57 in our Annual Report on Form 10-K for the year ended December 31, 2024. See Note 6 to the Unaudited Condensed Consolidated Financial Statements for a discussion of certain guarantees related to Coyote Creek.

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December 31, 2024. See Note 6 to the Unaudited Condensed Consolidated Financial Statements for a discussion of certain guarantees related to Coyote Creek.

SEGMENT RESULTS

UTILITY COAL MINING SEGMENT

FINANCIAL REVIEW

Tons of coal delivered by the Utility Coal Mining segment were as follows for the three and ~~six~~nine months ended ~~June~~September 30:

THREE MONTHS

~~SIX~~NINE MONTHS

2025

2024

2025

2024

Unconsolidated operations

35,~~736~~469

45,~~930~~335

914,~~352~~821

1015,~~410~~745

Consolidated operations

~~890~~609

~~423~~474

12,~~481~~090

~~878~~1,352

Total tons delivered

46,~~626~~078

5,~~353~~809

1016,~~833~~911

1117,~~288~~097

The results of operations for the Utility Coal Mining segment were as follows for the three and ~~six~~nine months ended ~~June~~September 30:

	THREE MONTHS				~~SIX~~NINE MONTHS
	2025		2024		2025		2024
Revenues	$	2819,~~626~~654	$	1417,~~996~~706	$	4767,~~865~~519	$	3048,~~541~~247
Cost of sales	3021,~~327~~511		1618,~~138~~054		5274,~~897~~408		3755,~~081~~135
Gross loss	(1,~~701~~857)		(~~1,142~~348)		(56,~~032~~889)		(6,~~540~~888)
Earnings of unconsolidated operations(a)	1114,~~656~~311		1213,~~006~~821		2640,~~119~~430		2437,~~013~~834
Selling, general and administrative expenses	8,502		8,060		15,753		14,970
Business interruption insurance recoveries	—		13,612		—		13,612
Amortization of intangible assets	245		116		407		242
Selling, general and administrative expenses	7,317		7,014		23,070		21,984
Gain on sale of assets	(14)		(79)		(86)		(89)
Amortization of intangible assets	167		131		574		373
Operating profit	$	1,222	$	2,767	$	5,013	$	2,350
(Gain) loss on sale of assets	(17)		2		(103)		(87)
Operating profit	$	4,987	$	19,938	$	10,000	$	22,288

(a) See Note 6 to the Unaudited Condensed Consolidated Financial Statements for a discussion of our unconsolidated subsidiaries.

Second Quarter of 2025 Compared with Second Quarter of 2024

Revenues increased 90.9% in the second quarter of 2025 compared with the second quarter of 2024 primarily due to an increase in customer requirements at MLMC. 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 the second quarter of 2025 compared with the second quarter of 2024:

	Operating Profit
2024	$	2,767
Increase (decrease) from:
Gross loss	(559)
Selling, general and administrative expenses	(442)
Earnings of unconsolidated operations	(350)
Amortization of intangibles	(129)
Net change on sale of assets	(65)
2025	$	1,222

Operating profit decreased by $1.5 million in the second quarter of 2025 compared with the second quarter of 2024, primarily due to an increase in gross loss, higher selling, general and administrative expenses and a decrease in earnings of unconsolidated operations.

Gross loss was unfavorable at MLMC during the second quarter of 2025 compared with the 2024 period. Although the cost per ton delivered improved during the second quarter of 2025, the contractual sales price per ton decreased. In addition, the number of tons sold exceeded tons mined resulting in the recognition of costs previously capitalized into inventory. In comparison,

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~~during~~Third ~~the~~Quarter ~~second quarter~~ of ~~2024,~~2025 ~~inefficiencies~~Compared atwith ~~the~~Third ~~customer's~~Quarter ~~power plant created mining inefficiencies, and thus higher mining costs. The tons mined exceeded tons sold resulting in a portion~~ of ~~production costs being capitalized into inventory during the~~ 2024 ~~period.~~

Revenues increased 11.0% in the third quarter of 2025 compared with the third quarter of 2024 primarily due to an increase in customer requirements at MLMC. 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 the third quarter of 2025 compared with the third quarter of 2024:


	Operating Profit
2024	$	19,938
Increase (decrease) from:
Business interruption insurance recoveries in 2024	(13,612)
Gross loss	(1,509)
Selling, general and administrative expenses	(303)
Amortization of intangibles	(36)
Earnings of unconsolidated operations	490
Net change on sale of assets	19
2025	$	4,987

Operating profit decreased by $15.0 million in the third quarter of 2025 compared with the 2024 period. This decrease was primarily due to the absence of MLMC's business interruption insurance recoveries for the boiler issue at the Red Hills Power Plant, an increase in gross loss and higher selling, general and administrative expenses. These unfavorable changes were partially offset by an increase in earnings of unconsolidated operations.

Gross loss was unfavorable at MLMC during the third quarter of 2025 compared with the 2024 period, primarily due to a decrease in the contractual sales price per ton.

The increase in selling, general and administrative expenses was mainly the result of higher employee-related costs.

The ~~decrease~~increase in earnings of unconsolidated operations was primarily due to ~~lower~~a ~~customer~~higher ~~demand~~per atton ~~Coteau,~~management ~~Coyote~~fee ~~and~~at ~~Falkirk,~~Coteau ~~partially~~as ~~offset~~well byas ~~higher~~an ~~per~~increase ~~ton~~in ~~management~~customer ~~fees,~~demand ~~mainly~~and ~~the~~a ~~result~~higher ofper ~~temporary~~ton ~~price~~management ~~concessions~~fee ~~ending~~ at Falkirk ~~in June 2024~~.

First ~~Six~~Nine Months of 2025 Compared with First ~~Six~~Nine Months of 2024

Revenues increased 5639.79% in the first ~~six~~nine months of 2025 compared with the first ~~six~~nine months of 2024 primarily due to an increase in customer requirements at MLMC. 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 the first ~~six~~nine months of 2025 compared with the first ~~six~~nine months of 2024:

	Operating Profit
2024	$	222,~~350~~288
Increase (decrease) from:
Earnings of unconsolidated operations	2,106
Business interruption insurance recoveries in 2024	(13,612)
Gross loss	1,508
Selling, general and administrative expenses	(1,086)
Selling, general and administrative expenses	(783)
Amortization of intangibles	(201)
Amortization of intangibles	(165)
Gross loss	(1)
Net change on sale of assets	(3)
Earnings of unconsolidated operations	2,596
2025	$	5,013
Net change on sale of assets	16
2025	$	10,000

Operating profit increased by $2.7 million in the first six months of 2025 compared with the first six months of 2024 primarily due to an increase in earnings of unconsolidated operations and a decrease in gross loss. These improvements were partially offset by higher selling, general and administrative expenses. 23

~~The~~Table ~~increase in earnings~~ of unconsolidated operations was primarily due to higher per ton management fees, mainly the result of temporary price concessions ending at Falkirk in June 2024, partially offset by lower customer demand at Coteau, Coyote and Falkirk. Contents

~~The~~Operating ~~improvement~~profit indecreased ~~gross~~by ~~loss~~$12.3 atmillion ~~MLMC was primarily due to a reduction~~ in the ~~cost per ton delivered during the~~ first ~~six~~nine months of 2025 compared with the 2024 period. ~~The~~This ~~reduction~~decrease inwas ~~cost~~primarily ~~per~~due ~~ton~~to ~~delivered~~the ~~was~~absence ~~primarily~~of ~~attributable~~MLMC's tobusiness aninterruption ~~increase~~insurance inrecoveries for the ~~tons~~boiler ~~sold~~issue at ~~MLMC~~the inRed ~~the~~Hills ~~first~~Power ~~six~~Plant ~~months~~and ofhigher ~~2025~~selling, ~~due~~general toand ~~the~~administrative ~~resolution~~expenses. ofThese ~~the~~unfavorable ~~boiler~~changes ~~issue~~were ~~that~~partially ~~impacted~~offset ~~the~~by ~~customer's~~an ~~Red~~increase ~~Hills~~in ~~Power~~earnings ~~Plant~~of ~~during~~unconsolidated ~~2024~~operations.

The increase in selling, general and administrative expenses was mainly the result of higher employee-related costs.

The increase in earnings of unconsolidated operations was primarily due to higher per ton management fees, mainly the result of temporary price concessions ending at Falkirk in June 2024, partially offset by lower customer demand at Coteau, Coyote and Falkirk.

CONTRACT MINING SEGMENT

FINANCIAL REVIEW

Tons delivered by the Contract Mining segment were as follows for the three and ~~six~~nine months ended ~~June~~September 30:

THREE MONTHS

~~SIX~~NINE MONTHS

2025

2024

2025

2024

Total tons delivered

1314,~~947~~385

1612,~~000~~005

2641,~~800~~185

3143,~~173~~178

23The results of operations for the Contract Mining segment were as follows for the three and nine months ended September 30:

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	THREE MONTHS				NINE MONTHS
	2025		2024		2025		2024
Total revenues	$	45,611	$	32,326	$	107,860	$	84,729
Reimbursable costs	32,959		21,922		71,009		50,819
Revenues excluding reimbursable costs	$	12,652	$	10,404	$	36,851	$	33,910

Total revenues	$	45,611	$	32,326	$	107,860	$	84,729
Cost of sales	42,395		31,379		99,432		77,304
Gross profit	3,216		947		8,428		7,425
Earnings of unconsolidated operations(a)	1,074		1,122		3,275		3,935
Selling, general and administrative expenses	2,363		2,843		6,796		6,696
Gain on sale of assets	(2)		(300)		(2)		(302)
Operating profit (loss)	$	1,929	$	(474)	$	4,909	$	4,966

The results of operations for the Contract Mining segment were as follows for the three and six months ended June 30:

	THREE MONTHS				SIX MONTHS
	2025		2024		2025		2024
Total revenues	$	30,723	$	27,920	$	62,249	$	52,403
Reimbursable costs	18,503		16,043		38,050		28,898
Revenues excluding reimbursable costs	$	12,220	$	11,877	$	24,199	$	23,505
Total revenues	$	30,723	$	27,920	$	62,249	$	52,403
Cost of sales	28,659		24,254		57,037		45,925
Gross profit	2,064		3,666		5,212		6,478
Earnings of unconsolidated operations(a)	1,232		1,448		2,201		2,813
Selling, general and administrative expenses	2,286		2,030		4,433		3,853
Gain on sale of assets	—		(1)		—		(2)
Operating profit	$	1,010	$	3,085	$	2,980	$	5,440

(a) See Note 6 to the Unaudited Condensed Consolidated Financial Statements for a discussion of our unconsolidated subsidiaries.

~~Second~~Third Quarter of 2025 Compared with ~~Second~~Third Quarter of 2024

Total revenues increased in the ~~second~~third quarter of 2025 compared with the ~~second~~third quarter of 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 221.96% in the ~~second~~third quarter of 2025 compared with the 2024 period, asmainly the result of more tons delivered due to higher customer requirements and an increase in part sales. ~~was~~The ~~partially~~increase ~~offset~~in ~~by fewer~~ tons delivered is partially due to ~~reduced~~an increase in planned customer ~~requirements,~~outages and significant rain events in ~~part~~Florida ~~due~~during tothe ~~operational~~third ~~delays~~quarter atof ~~several~~2024 ~~quarries~~that did not recur in the 2025 period.

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

	Operating Profit
2024	$	3,085
Increase (decrease) from:
Gross profit	(1,602)
Selling, general and administrative expenses	(256)
Earnings of unconsolidated operations	(216)
Gain on sale of assets	(1)
2025	$	1,010

Operating profit decreased $2.1 million in the second quarter of 2025 compared with the second quarter of 2024. The change in Operating profit was primarily due to a decrease in gross profit, an increase in selling, general and administrative expenses and a decrease in earnings of unconsolidated operations. The reduction in gross profit was mainly the result of a decrease in tons delivered and higher operating costs, including unexpected equipment repairs and maintenance costs, partially offset by an increase in part sales. The increase in selling, general and administrative expenses was mainly the result of higher employee-related costs. The decrease in earnings of unconsolidated operations was primarily due to a reduction in tons delivered.

First Six Months of 2025 Compared with First Six Months of 2024

Total revenues increased in the first six months of 2025 compared with the first six months of 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 3.0% in the first six months of 2025 compared with the 2024 period, as an increase in part sales was partially offset by fewer tons delivered due to reduced customer requirements, in part due to operational delays at several quarries.

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The following table identifies the components of change in Operating profit (loss) for the ~~first~~third ~~six~~quarter ~~months~~ of 2025 compared with the ~~first~~third ~~six~~quarter ~~months~~ of 2024:

	Operating Profit
	Operating Profit (Loss)
2024	$	~~5,440~~(474)
Increase (decrease) from:
Gross profit	(12,~~266)~~269
Earnings of unconsolidated operations	(612)
Selling, general and administrative expenses	480
Selling, general and administrative expenses	(580)
Net change on sale of assets	(298)
Gain on sale of assets	(2)
Earnings of unconsolidated operations	(48)
2025	$	21,~~980~~929

Operating profit ~~decreased~~(loss) improved by $2.54 million in the ~~first~~third ~~six~~quarter ~~months~~ of 2025 compared with the ~~first six months of~~ 2024 period. The favorable change ~~in Operating profit~~ was primarily due to aan ~~decrease~~increase in gross profit, and a decrease in ~~earnings of unconsolidated operations and an increase in~~ selling, general and administrative expenses. The ~~reduction~~improvement in gross profit was mainly the result of aan ~~decrease~~increase in tons delivered and ~~higher~~improved ~~operating~~margins ~~costs,~~at ~~including~~the ~~unexpected~~consolidated ~~repairs~~limestone ~~and maintenance costs, partially offset by an increase in part sales~~quarries. The decrease in ~~earnings~~selling, ofgeneral ~~unconsolidated~~and ~~operations~~administrative expenses was ~~primarily~~the ~~due~~result toof athe ~~reduction~~absence inof ~~tons~~a ~~delivered~~$0.9 ~~The~~million ~~increase~~charge into ~~selling,~~establish ~~general~~an ~~and~~allowance ~~administrative~~against ~~expenses~~a ~~was~~customer ~~mainly the result of higher employee-related costs~~receivable.

First Nine Months of 2025 Compared with First Nine Months of 2024

Total revenues increased in the first nine months of 2025 compared with the first nine months of 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 the first nine months of 2025 compared with the 2024 period primarily due to an increase in part sales.

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


	Operating Profit
2024	$	4,966
Increase (decrease) from:
Gross profit	1,003
Earnings of unconsolidated operations	(660)
Net change on sale of assets	(300)
Selling, general and administrative expenses	(100)
2025	$	4,909

Operating profit in the first nine months of 2025 was comparable to the 2024 period. An increase in gross profit was largely offset by a decrease in earnings of unconsolidated operations. The improvement in gross profit was mainly the result of an increase in part sales, partially offset by a decrease in tons delivered and higher operating costs, including unexpected repairs and maintenance costs. The decrease in earnings of unconsolidated operations was primarily due to a reduction in tons delivered.

MINERALS AND ROYALTIES SEGMENT

FINANCIAL REVIEW

The following table sets forth our estimate of the number of gross and net productive wells:

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Gross

Net

Gross

Net

Oil and Natural Gas Wells

2,~~377~~406

23.35

12,~~986~~128

22.28

Gross wells are the total wells in which an interest is owned. Net wells are calculated based on our net royalty interest, factoring in both ownership percentage of gross wells and royalty rate.

Oil and natural gas prices have been historically volatile and may continue to be volatile in the future. The table below demonstrates such volatility and shows the average prices as reported by the United States Energy Information Administration for the three and six months ended June 30:

	THREE MONTHS				SIX MONTHS
	2025		2024		2025		2024
West Texas Intermediate Average Crude Oil Price	$	64.63	$	81.71	$	68.23	$	79.64
Henry Hub Average Natural Gas Price	$	3.19	$	2.08	$	3.67	$	2.11

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.

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~~The~~Oil ~~results~~and ofnatural ~~operations~~gas ~~for~~prices have been historically volatile and may continue to be volatile in the ~~Minerals~~future. The table below demonstrates such volatility and ~~Royalties~~shows ~~segment~~the ~~were~~average prices as ~~follows~~reported by the United States Energy Information Administration for the three and ~~six~~nine months ended ~~June~~September 30:

	THREE MONTHS				~~SIX~~NINE MONTHS
	2025		2024		2025		2024
Oil and natural gas revenues	$	5,981	$	3,995	$	15,098	$	12,231
West Texas Intermediate Average Crude Oil Price	$	65.74	$	76.24	$	67.40	$	78.50
Other revenues	1,287		1,598		3,072		3,763
Henry Hub Average Natural Gas Price	$	3.03	$	2.11	$	3.45	$	2.11
Total Revenues	$	7,268	$	5,593	$	18,170	$	15,994
Total Revenues	$	7,268	$	5,593	$	18,170	$	15,994
Cost of sales	986		1,501		3,230		2,865
Gross profit	6,282		4,092		14,940		13,129
Earnings from unconsolidated operations	251		138		805		73
Selling, general and administrative expenses	1,328		1,151		2,633		2,193
Gain on sale of assets	—		(4,512)		—		(4,512)
Operating profit	$	5,205	$	7,591	$	13,112	$	15,521

~~Revenues~~These ~~increased~~indicated ~~29.9%~~prices ~~and~~do ~~13.6%~~not innecessarily ~~the~~reflect ~~second quarter and~~ the ~~first~~contract ~~six~~terms ~~months~~for ofour ~~2025, respectively, compared with the 2024 periods, primarily due to an increase in natural gas revenue as a result of higher natural gas prices, partially offset by decreased production volumes~~sales.

~~The~~As ~~following~~an ~~table~~owner ~~identifies~~of ~~the~~royalty ~~components~~and ofmineral ~~change~~interests, inour ~~Operating~~access ~~profit~~to ~~for~~information ~~the~~concerning ~~second~~activity ~~quarter~~and operations of ~~2025~~our ~~compared~~royalty and mineral interests is limited. We do not have information that would be available to a company with ~~the~~working ~~second~~interests ~~quarter~~in oil and natural gas operations because detailed information is not generally available to owners of ~~2024:~~royalty and mineral interests.

	Operating Profit
2024	$	7,591
Increase (decrease) from:
Gain on sale of assets	(4,512)
Selling, general and administrative expenses	(177)
Gross profit	2,190
Earnings of unconsolidated operations	113
2025	$	5,205

The results of operations for the Minerals and Royalties segment were as follows for the three and nine months ended September 30:

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


	THREE MONTHS				NINE MONTHS
	2025		2024		2025		2024
Oil and natural gas revenues	$	7,516	$	7,116	$	22,614	$	19,347
Other revenues	1,797		1,733		4,869		5,496
Total Revenues	$	9,313	$	8,849	$	27,483	$	24,843

Total Revenues	$	9,313	$	8,849	$	27,483	$	24,843
Cost of sales	1,121		1,286		4,351		4,151
Gross profit	8,192		7,563		23,132		20,692
Earnings from unconsolidated operations	1,111		213		1,916		286
Selling, general and administrative expenses	1,335		1,588		3,968		3,781
Gain on sale of assets	—		—		—		(4,512)

Operating profit	$	7,968	$	6,188	$	21,080	$	21,709

	Operating Profit
2024	$	15,521
Increase (decrease) from:
Gain on sale of assets	(4,512)
Selling, general and administrative expenses	(440)
Gross profit	1,811
Earnings of unconsolidated operations	732
2025	$	13,112

Revenues increased 5.2% and 10.6% in the third quarter and the first nine months of 2025, respectively, compared with the 2024 periods, primarily due to an increase in natural gas revenue as a result of higher natural gas prices, partially offset by a decrease in oil revenue as a result of lower oil prices.

~~Operating~~The ~~profit~~following ~~decreased~~table ~~$2.4~~identifies ~~million~~the incomponents ~~both~~of ~~the~~change ~~second~~in ~~quarter~~Operating ~~and~~profit for the ~~first~~third ~~six~~quarter ~~months~~ of 2025 compared with ~~2024 periods, primarily due to~~ the ~~absence~~third ofquarter ~~a $4.5 million prior year gain on sale~~ of ~~land. These decreases were partially offset by improvements in gross profit due to higher natural gas prices.~~ 2024:


	Operating Profit
2024	$	6,188
Increase (decrease) from:

Earnings of unconsolidated operations	898
Gross profit	629
Selling, general and administrative expenses	253
2025	$	7,968

Operating profit increased by $1.8 million in the third quarter of 2025 compared with the 2024 period, primarily due to improvements in earnings of unconsolidated operations and gross profit. The increase in earnings of unconsolidated operations was primarily related to an additional investment in Eiger Resources during the fourth quarter of 2024. The increase in gross profit was mainly due to higher natural gas prices.

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


	Operating Profit
2024	$	21,709
Increase (decrease) from:
Gain on sale of assets	(4,512)
Selling, general and administrative expenses	(187)
Gross profit	2,440
Earnings of unconsolidated operations	1,630
2025	$	21,080

Operating profit decreased by $0.6 million in the first nine months of 2025 compared with the 2024 period, primarily due to the absence of a $4.5 million prior year gain on sale of land. This decrease was partially offset by improvements in gross profit and earnings of unconsolidated operations. The increase in gross profit was mainly due to higher natural gas prices. The increase in earnings of unconsolidated operations was primarily related to an additional investment in Eiger Resources during the fourth quarter of 2024.

UNALLOCATED ITEMS AND ELIMINATIONS

FINANCIAL REVIEW

Unallocated Items and Eliminations were as follows for the three and ~~six~~nine months ended ~~June~~September 30:

	THREE MONTHS				~~SIX~~NINE MONTHS
	2025		2024		2025		2024
Operating loss	$	(78,~~488~~107)	$	(65,~~077~~953)	$	(1321,~~474~~581)	$	(1117,~~188~~141)

The operating loss increased in the ~~second~~third quarter and first ~~six~~nine months of 2025 compared to the 2024 periods primarily due to higher employee-related costs and ~~outside~~increased ~~service~~ costs. ~~The~~related ~~increase~~to inour ~~outside~~business ~~services~~development isprojects. ~~mainly~~Employee-related ~~attributable~~costs increased primarily due to ~~developing~~elevated ~~businesses~~medical costs and higher share based incentive compensation expense as a result of an increase in our share price during 2025.

NACCO Industries, Inc. Outlook

NACCO is a growing diversified natural resource company, strategically positioned to deliver consistent financial returns over the long term. Our businesses operate exclusively in the U.S. and provide critical inputs for electricity generation, construction and development, and the production of industrial minerals and products. Increasing demand for electricity, on-shoring and current federal policies are creating favorable macroeconomic trends within these industries. We continue to capitalize on these tailwinds, pursuing longer-term growth opportunities. Through disciplined capital allocation, operational expertise and an entrepreneurial yet cautious approach to growth, we have unique capabilities and clear competitive advantages that enable us to capture a wide range of attractive growth opportunities. Our platform is supported by multiple vectors for value creation, and we are steadfastly committed to delivering compounding returns and expanding investor value over the long term.

~~While~~Our ~~the current quarter presented some unexpected operational challenges, our~~ business model is purposely built for durability and resilience. Our foundation rests on a stable base of long-term coal-mining contracts, generating dependable recurring cash flows. As new long-term contracts are added each year in our other businesses, these multi-year agreements create a “layering” effect as their contributions compound. This, combined with income generated by our ~~Mineral~~mineral and ~~Royalty~~royalty assets, provide cash flow stability. We remain confident in our ability to deliver ~~improving~~sound ~~results~~fourth-quarter ~~during~~2025 ~~the~~operating ~~second half of 2025~~results, with momentum building as we move into 2026.

~~Over~~We ~~the~~anticipate ~~remainder~~consolidated ofoperating ~~the~~profit ~~year,~~for wethe ~~anticipate~~2025 afourth-quarter ~~substantial~~to ~~increase~~be incomparable ~~consolidated operating profit compared~~ to the ~~first~~prior ~~half,~~year ~~although~~quarter. ~~full~~Full-year ~~results~~operating profit will be lower than ~~the~~2024 ~~prior year~~ due in part to ~~$13.6 million of business interruption insurance income recognized in~~ the ~~third~~2025 second-quarter ofbreak-even ~~2024~~results. In addition, we intend to terminate our defined benefit pension plan in the fourth quarter of 2025. Although the plan is currently over funded, a significant non-cash settlement charge is anticipated upon termination. The pension settlement charge and lower operating profit are expected to lead to a substantial year-over-year decrease in net income and EBITDA compared with the 2024 ~~second~~fourth ~~half~~quarter and full year. We expect meaningful year-over-year improvements in both operating profit and net income in 2026.

Our Utility Coal Mining segment, operated by North American Coal, constitutes the foundation of our business, anchored by aour ~~stable portfolio of~~ long-term mining contracts. We anticipate steady customer demand ~~to remain steady in the second half of 2025 and throughout 2026 at the unconsolidated mining operations. At MLMC, results~~ for the ~~2025~~remainder ~~second half are expected to improve over the first half~~ of 2025. ~~However, a reduction in the 2025 contractually determined per ton sales price compared with 2024 is anticipated to continue to offset expected improvements in cost efficiencies, causing MLMC's~~ and the Utility Coal Mining segment's 2025 second half and full year results to decline from the respective prior year levels, which include the business interruption insurance income. Looking ahead, we expect improving profitability for this segment in 2026, ~~driven by continued stable earnings~~ at ~~our unconsolidated operations and anticipated improvements at MLMC in both sales price and cost per ton delivered, particularly if~~ the ~~customer's power plant is able to operate more consistently.~~

The Contract Mining segment, operated by North American Mining, represents our mining growth platform, benefiting from ongoing geographic and mineral expansion and the signing of new, more favorable long-term contracts. Each new contract perpetuates the compounding effect that underpins our growth strategy—much like building an annuity portfolio over time. For example, in 2024, the Contract Mining segment executed three new or amended contracts, which are projected to generate approximately $20 million in after-tax net present value cash flows over contract terms ranging from 6 to 20 years. Our expanding pipeline of potential deals and continued engagement with customers position this segment as a key pillar for future growth.

Sawtooth, a North American Mining subsidiary, is the exclusive provider of comprehensive mining services at Thacker Pass, which is owned through a joint venture between Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) and General Motors Holdings LLC. Sawtooth will supply all of the lithium-bearing ore requirements for Thacker Pass, which is currently under

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~~construction~~unconsolidated mining operations. ~~This~~At ~~project~~MLMC, fourth-quarter 2025 results are expected to improve over 2024 due to operational efficiencies. However, this improvement is ~~currently~~not ~~providing~~expected ~~stable~~to ~~income~~offset ~~during~~the effect of the ~~construction~~reduction ~~phase~~in ~~and~~the ~~will~~2025 ~~contribute~~contractually ~~enhanced~~determined ~~income~~per ton sales price, causing MLMC's and ~~long~~the Utility Coal Mining segment's 2025 full-~~term~~year ~~cash~~results ~~flows~~to ~~once~~decline ~~lithium~~compared ~~production~~with ~~commences~~2024. ~~Phase~~Looking 1ahead, ~~lithium~~we ~~production~~expect isimproving ~~estimated~~profitability tofor ~~begin~~this segment in ~~late~~2026, ~~2027~~driven by anticipated improvements at MLMC in both sales price and cost per ton delivered, particularly if the customer's power plant is able to operate more consistently.

~~Near~~The ~~term~~Contract Mining segment, ~~while~~operated ~~overall~~by ~~customer~~North ~~demand~~American ~~within~~Mining, ~~the~~represents ~~Contract~~our ~~Mining~~mining growth platform. Our expanding pipeline of potential deals and continued engagement with customers position this segment isas ~~expected~~a tokey ~~remain~~pillar ~~stable~~for ~~year-over-year~~future growth. Through ongoing geographic and mineral expansion, ~~profitability~~we ~~improvements~~are inbuilding ~~the~~a ~~2025~~growing ~~second~~portfolio ~~half~~of ~~and~~long-term ~~full~~contracts. As an example, North American Mining executed a multi-year ~~are~~contract ~~expected~~in October 2025 to beprovide ~~driven~~dragline byservices ~~operational~~as ~~efficiencies~~part ~~and~~of a project to construct an ~~increased~~embankment ~~focus~~dam onin ~~parts~~Palm ~~sales~~Beach County, Florida. This ~~momentum~~project isshould ~~expected~~be accretive to ~~continue~~earnings ~~into~~beginning in the second quarter of 2026.

~~The~~Sawtooth, ~~Minerals~~a ~~and~~North ~~Royalties~~American ~~segment~~Mining subsidiary, ~~led~~is bythe ~~Catapult~~exclusive provider of comprehensive mining services at Thacker Pass, ~~has~~which ~~constructed~~is owned by a ~~high-quality,~~joint ~~diversified~~venture ~~portfolio~~between ofLithium ~~oil~~Americas ~~and~~Corp. ~~gas~~(TSX: ~~mineral~~LAC) (NYSE: LAC) and ~~royalty~~General ~~interests~~Motors Holdings LLC. The U.S. Department of Energy also holds warrants to purchase five percent non-voting, non-transferable equity in ~~the~~this ~~United~~joint ~~States~~venture. ~~The~~Sawtooth ~~business~~will issupply aall ~~scalable~~of ~~platform~~the lithium-bearing ore requirements for ~~growth~~our customer's Thacker Pass lithium processing facility, ~~with~~which ~~its~~is ~~data-driven~~currently ~~approach~~under toconstruction. ~~portfolio~~This ~~expansion~~project is currently providing stable income during the construction phase and ~~disciplined~~will ~~capital~~contribute ~~deployment~~enhanced ~~providing~~income aand ~~distinct~~long-term ~~competitive~~cash ~~advantage~~flows inonce ~~the~~lithium ~~U.S.~~production ~~market~~commences. Phase 1 lithium production is estimated to begin in late 2027.

InWhile ~~July~~overall ~~2025,~~customer ~~Catapult~~demand ~~completed a $4.2 million acquisition of mineral interests~~ within the ~~Midland~~Contract ~~Basin~~Mining ~~which~~segment ~~included~~is ~~10,500~~expected ~~gross~~to ~~acres~~increase ~~and~~year-over-year, ~~approximately~~profitability ~~400~~improvements ~~net~~in ~~royalty~~the ~~acres.~~2025 ~~The~~fourth ~~acquisition~~quarter ~~includes~~are aexpected ~~mix~~to ofbe ~~producing~~driven ~~wells,~~by asoperational ~~well~~efficiencies aspartly ~~additional~~offset ~~upside~~by ~~opportunities~~elevated ~~through~~operating ~~future~~expenses. ~~development~~Momentum ~~with~~from ~~existing operators in~~ the ~~area.~~strong ~~This business also has an investment in a company that holds non~~full-~~operated~~year ~~working~~2025 ~~interests~~results ~~in oil~~ and ~~natural~~operational ~~gas~~efficiencies ~~assets.~~is ~~These investments are~~ expected to ~~contribute~~accelerate ~~to the anticipated improvement~~ in ~~second-half~~2026. ~~operating~~These ~~profit~~factors, ~~compared~~combined with ~~both~~earnings from the ~~first~~new ~~half~~contract ofsigned ~~2025~~in ~~and~~October ~~second~~2025 ~~half~~are ofexpected ~~2024.~~to ~~Improvements~~lead into ~~operating~~a ~~profit~~significant ~~are~~increase ~~expected~~in toyear-over-year ~~continue into 2026~~results.

~~Mitigation~~The ~~Resources~~Minerals ~~provides stream~~ and ~~wetland~~Royalties ~~mitigation solutions~~segment, asled ~~well~~by asCatapult, ~~comprehensive~~has ~~reclamation~~constructed ~~and~~a ~~restoration construction services. Mitigation Resources~~high-quality, ~~underpinned~~diversified byportfolio aof ~~strong~~oil ~~reputation~~ and ~~clear~~gas ~~competitive~~mineral ~~strengths,~~and isroyalty aninterests ~~avenue~~in ~~for~~the ~~continued~~United ~~expansion into new markets~~States. ~~This~~The ~~business,~~Catapult ~~while~~team ~~currently~~is ~~variable~~expanding inits ~~performance~~portfolio ~~due~~by toleveraging ~~permit~~a ~~and~~data-driven ~~project~~approach ~~timing,~~to iscapital ~~expected~~deployment tothat ~~achieve~~incorporates ~~key~~a ~~milestones~~longer-term inview ~~profitability~~of inproduction ~~2026~~ and ~~move~~development. ~~toward~~We ~~more~~believe ~~consistent~~this ~~results~~provides ~~over~~a ~~time~~competitive asadvantage ~~new~~in ~~projects~~the ~~are~~U.S. ~~layered on top of existing projects~~market.

WeMinerals ~~continue~~and toRoyalties' ~~invest~~operating inprofit ~~our~~and ~~businesses~~Segment toAdjusted ~~drive~~EBITDA ~~future~~for ~~growth. Based on~~ the ~~current~~2025 ~~project~~fourth ~~pipeline,~~quarter weare ~~anticipate~~expected ~~capital~~to ~~expenditures~~decrease ofcompared upwith to2024 aprimarily ~~total~~driven ofby ~~$86~~current ~~million~~market inexpectations ~~2025,~~for ~~with~~natural ~~the~~gas ~~majority~~and ~~earmarked~~oil ~~for~~prices, ~~future~~as ~~business~~well as development— ~~the~~and ~~kind~~production ofassumptions ~~prudent~~on ~~reinvestment~~currently ~~that~~owned ~~generates~~reserves. ~~exponential,~~While ~~long~~fourth-~~term~~quarter ~~value~~2025 ~~creation.~~results Weare ~~project~~projected ato ~~substantially~~decline, ~~lower~~full-year ~~use~~operating ofprofit ~~cash~~is ~~for~~expected ~~the~~to ~~2025~~increase ~~full~~over ~~year~~2024, ~~compared~~excluding ~~with~~the ~~2024~~$4.5 asmillion wegain ~~begin~~on tosale ~~harvest~~recognized ~~returns~~in ~~from~~the ~~prior~~2024 ~~investments~~second ~~and~~quarter. ~~expect~~This aincrease ~~steady~~is ~~increase~~due in ~~annual~~part ~~cash~~to ~~flow~~recent ~~generation~~investments ~~beginning~~made inby ~~2026~~Catapult.

~~Our~~In ~~conservative~~July ~~approach~~2025, toCatapult ~~maintaining~~completed a ~~strong~~$4.2 ~~capital~~million ~~structure~~acquisition ~~and~~of ~~operating~~mineral ~~discipline~~interests ~~minimizes~~within ~~risk, while~~ the ~~compounding~~Midland ~~effect~~Basin. ofThe ~~layered~~acquisition ~~long-term~~includes ~~contracts and deliberate growth investments create~~ a ~~robust~~mix ~~foundation~~of ~~for~~producing ~~cash flow growth. With a perspective that spans decades~~wells, weas ~~are~~well ~~methodically~~as ~~building~~additional aupside ~~strong,~~opportunities ~~stable~~through ~~business~~future ~~that~~development iswith ~~expected~~existing tooperators ~~deliver~~in ~~annuity-like~~the ~~returns~~area. This ~~long-term~~segment ~~view~~also ~~allows~~has usan toinvestment ~~leverage~~in ~~our~~a ~~core~~company ~~skills~~that ~~for~~holds ~~strategic,~~non-operated ~~measured~~working ~~expansion~~interests ~~and~~in ~~pursue~~oil ~~opportunities with longer-term horizons~~ and ~~higher~~natural ~~returns,~~gas ~~that~~assets. ~~others~~While ~~with~~these ~~shorter~~investments ~~time~~are ~~horizons~~expected ~~might overlook. Our commitment is~~ to ~~generate~~contribute ~~increasing cash flows and return value~~ to ~~stockholders~~2026 profits, ~~whether~~reductions ~~through~~in ~~reinvestment~~earnings ~~for~~from ~~growth~~legacy orassets ~~direct~~are ~~returns~~expected ~~such~~to asmostly ~~share~~offset ~~repurchases~~these ~~and~~improvements ~~payment~~resulting ~~of dividends. We remain confident~~ in ~~our~~a ~~ability~~modest tooperating ~~drive~~profit ~~growth,~~increase ~~expand~~compared ~~our~~with ~~capabilities and reward shareholders over the long run~~2025.

~~FORWARD-LOOKING~~Mitigation ~~STATEMENTS~~Resources provides stream and wetland mitigation solutions, as well as comprehensive reclamation and restoration construction services. Mitigation Resources has a strong reputation and clear competitive strengths, which are supporting continued expansion into new markets. This business, while currently variable in performance due to permit and project timing, is expected to achieve a key milestone in profitability in 2026 and move toward more consistent results over time as the business expands.

~~The~~We ~~statements~~continue contained in this Form 10-Q 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~~invest ~~risks~~in ~~and~~our ~~uncertainties,~~businesses ~~which could cause actual results~~ to ~~differ~~drive ~~materially~~future ~~from those presented~~growth. ~~Readers~~Based ~~are cautioned not to place undue reliance~~ on ~~these~~the ~~forward-looking~~current ~~statements~~project pipeline, ~~which~~we ~~speak~~anticipate ~~only~~capital asexpenditures of ~~the~~approximately ~~date~~$44 ~~hereof.~~million Wein ~~undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after~~ the ~~date~~remainder ~~hereof.~~of ~~Among the factors that could cause plans~~2025, ~~actions~~ and ~~results~~up to ~~differ~~$70 ~~materially~~million ~~from~~in ~~current expectations are~~2026, ~~without~~with ~~limitation: (1) a significant reduction in demand by~~ the ~~Company's~~majority ~~customers,~~earmarked ~~(2)~~for ~~weather~~future ~~conditions,~~business ~~extended~~development ~~power~~— ~~plant outages, liquidity events or other events that would change~~ the ~~level~~kind of ~~customers'~~prudent ~~coal~~reinvestment orthat ~~aggregates~~is ~~requirements,~~expected ~~(3) changes~~ to orgenerate ~~termination~~significant ~~of customer or other third~~long-~~party~~term ~~contracts,~~value orcreation. aAs ~~customer~~we orbegin ~~other~~to ~~third~~harvest ~~party~~returns ~~default~~from ~~under~~prior ~~a contract~~investments, ~~(4)~~we ~~changes~~project ~~in the prices of hydrocarbons, particularly diesel fuel, natural gas, natural gas liquids and oil as~~ a ~~result~~substantial ofimprovement ~~factors such as OPEC and/or government actions, geopolitical developments, economic conditions and regulatory changes, vehicle electrification, as well as supply and demand dynamics, (5) changes~~ in ~~development plans by third~~full-~~party~~year ~~lessees~~2025 ofcash ~~the~~provided ~~Company's mineral interests, (6) failure or delays~~ by ~~the~~operations. ~~Company's~~This ~~lessees~~improvement inis ~~achieving~~ expected ~~production~~to ofbe ~~natural~~offset ~~gas~~by ~~and~~anticipated ~~other~~capital ~~hydrocarbons;~~investments, ~~the~~resulting ~~availability and cost of transportation and processing services~~ in ~~the~~a ~~areas~~lower ~~where~~use ~~the Company's oil and gas reserves are located; and the ability~~ of ~~lessees~~cash tobefore ~~obtain capital or~~ financing ~~needed~~compared ~~for~~with ~~well-development~~2024. ~~operations~~In ~~and leasing and development of oil and gas reserves on federal lands~~2026, ~~(7)~~we ~~any~~expect ~~customer's~~a ~~premature~~use ~~facility~~of ~~closure~~cash orbefore ~~extended~~financing ~~project~~comparable ~~development~~to ~~delay,~~2025. ~~(8) federal and state legislative and regulatory actions affecting fossil fuels, (9) supply~~

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~~chain~~Our ~~disruptions,~~conservative ~~including~~approach ~~price~~to ~~increases~~maintaining ~~and~~a ~~shortages~~strong ofcapital ~~parts~~structure and ~~materials,~~operating ~~inclusive~~discipline ofminimizes ~~tariff effects~~risk, ~~(10)~~while ~~failure~~the tocompounding ~~obtain~~effect ~~adequate~~of ~~insurance~~a ~~coverages~~growing atportfolio ~~reasonable~~of ~~rates,~~long-term ~~(11)~~contracts ~~changes~~and indeliberate ~~tax~~growth ~~laws~~investments orcreate ~~regulatory~~a ~~requirements,~~robust ~~including~~foundation ~~the~~for ~~elimination~~cash ~~of,~~flow orgrowth. ~~reduction~~With ~~in,~~a ~~the~~perspective ~~percentage~~that ~~depletion~~spans ~~tax deduction~~decades, ~~changes~~we inare ~~mining~~methodically orbuilding ~~power~~a ~~plant~~strong, ~~emission~~stable ~~regulations~~business ~~and~~that ~~health,~~is ~~safety~~expected orto ~~environmental~~deliver ~~legislation,~~annuity-like ~~(12)~~returns. ~~impairment~~This ~~charges,~~long-term ~~(13)~~view ~~changes~~allows inus ~~costs related~~ to ~~geological~~leverage ~~and~~our ~~geotechnical~~core ~~conditions,~~skills ~~repairs~~for ~~and maintenance~~strategic, ~~new~~measured ~~equipment~~expansion and ~~replacement~~pursue ~~parts,~~opportunities ~~fuel~~with orlonger-term ~~other~~horizons ~~similar~~and ~~items~~higher returns, ~~(14) equipment problems~~ that ~~could~~others ~~affect~~with ~~deliveries~~shorter totime ~~customers,~~horizons ~~(15)~~might ~~changes~~overlook. inOur ~~the~~commitment ~~costs~~is to ~~reclaim~~generate ~~mining~~increasing ~~areas,~~cash ~~(16)~~flows ~~costs to pursue~~ and ~~develop~~return ~~new mining, mitigation, oil and gas and power generation development opportunities and other~~ value~~-added~~ ~~service~~to ~~opportunities~~stockholders, ~~(17)~~whether ~~the~~through ~~ability~~reinvestment tofor ~~successfully evaluate investments and achieve intended financial results in new business and~~ growth ~~initiatives, (18) disruptions from natural~~ or ~~human~~direct ~~causes,~~returns ~~including~~such ~~severe~~as ~~weather,~~share ~~accidents,~~repurchases ~~fires, earthquakes~~ and ~~terrorist~~payment ~~acts, any~~ of ~~which~~dividends. ~~could~~We ~~result~~remain confident in ~~suspension~~our ofability ~~operations or harm~~ to ~~people~~drive ~~or the environment~~growth, ~~and~~expand ~~(19)~~our ~~the~~capabilities ~~ability to attract, retain,~~ and ~~replace~~reward ~~workforce~~shareholders ~~and~~over ~~administrative~~the ~~employees~~long run.

FORWARD-LOOKING STATEMENTS

The statements contained in this Form 10-Q 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. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Among the factors that could cause plans, actions and results to differ materially from current expectations are, without limitation: (1) a significant reduction in demand by the Company's customers, (2) weather conditions, extended power plant outages, liquidity events or other events that would change the level of customers' coal or aggregates requirements, (3) changes to or termination of customer or other third-party contracts, or a customer or other third party default under a contract, (4) changes in the prices of hydrocarbons, particularly diesel fuel, natural gas, natural gas liquids and oil as a result of factors such as OPEC and/or government actions, geopolitical developments, economic conditions and regulatory changes, vehicle electrification, as well as supply and demand dynamics, (5) changes in development plans by third-party lessees of the Company's mineral interests, (6) failure or delays by the Company's lessees in achieving expected production of natural gas and other hydrocarbons; the availability and cost of transportation and processing services in the areas where the Company's oil and gas reserves are located; and the ability of lessees to obtain capital or financing needed for well-development operations and leasing and development of oil and gas reserves on federal lands, (7) any customer's premature facility closure or extended project development delay, (8) federal and state legislative and regulatory actions affecting fossil fuels, (9) supply chain disruptions, including price increases and shortages of parts and materials, inclusive of tariff effects, (10) failure to obtain adequate insurance coverages at reasonable rates, (11) changes in tax laws or regulatory requirements, including the elimination of, or reduction in, the percentage depletion tax deduction, changes in mining or power plant emission regulations and health, safety or environmental legislation, (12) impairment charges, (13) changes in costs related to geological and geotechnical conditions, repairs and maintenance, new equipment and replacement parts, fuel or other similar items, (14) equipment problems that could affect deliveries to customers, (15) changes in the costs to reclaim mining areas, (16) costs to pursue and develop new mining, mitigation, oil and gas and power generation development opportunities and other value-added service opportunities, (17) the ability to successfully evaluate investments and achieve intended financial results in new business and growth initiatives, (18) disruptions from natural or human causes, including severe weather, accidents, fires, earthquakes and terrorist acts, any of which could result in suspension of operations or harm to people or the environment, and (19) the ability to attract, retain, and replace workforce and administrative employees.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, we are not required to provide this information.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures: An evaluation was carried out under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, these officers have concluded that our disclosure controls and procedures are effective.

Changes in internal control over financial reporting: During the ~~second~~third quarter of 2025, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1 Legal Proceedings

None.

Item 1A Risk Factors

During the quarter ended ~~June~~September 30, 2025, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities (1)
Period	(a)Total Number of Shares Purchased	(b)Average Price Paid per Share		(c)Total Number of Shares Purchased as Part of the Publicly Announced Program	(d)Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
Month #1(April 1 to 30, 2025)	—	$	—	—	$	7,846,258
Month #1(July 1 to 31, 2025)	—	$	—	—	$	7,846,258
Month #2 (May 1 to 31, 2025)	—	$	—	—	$	7,846,258
Month #2 (August 1 to 31, 2025)	—	$	—	—	$	7,846,258
Month #3 (June 1 to 30, 2025)	—	$	—	—	$	7,846,258
Month #3 (September 1 to 30, 2025)	—	$	—	—	$	7,846,258
Total	—	$	—	—	$	7,846,258

(1) During 2023, our Board of Directors approved a stock repurchase program providing for the purchase of up to $20.0 million of our outstanding Class A Common Stock through December 31, 2025. See Note 4 to the Unaudited Condensed Consolidated Financial Statements for further discussion of our stock repurchase program.

Item 3 Defaults Upon Senior Securities

None.

Item 4 Mine Safety Disclosures

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 filed with this Quarterly Report on Form 10-Q for the period ended ~~June~~September 30, 2025.

Item 5 Other Information

During the ~~second~~third quarter of 2025, none of our directors or executive officers adopted or terminated a Rule 10b5-1

Trading Plan, or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

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Item 6 Exhibits

Exhibit
Number*						Description of Exhibits
10.1						NACCO Industries, Inc. Non-Employee Directors' Equity Compensation Plan (Amended and Restated May 14, 2025) is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on May 19, 2025, Commission File Number 1-9172.
31(i)(1)						Certification of J.C. Butler, Jr. pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act
31(i)(2)						Certification of Elizabeth I. Loveman pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act
32						Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by J.C. Butler, Jr. and Elizabeth I. Loveman
95						Mine Safety Disclosure Exhibit
101.INS						Inline XBRL Instance Document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Numbered in accordance with Item 601 of Regulation S-K.

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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 thereunto duly authorized.

		NACCO Industries, Inc.(Registrant)
Date:	~~August~~November 65, 2025	/s/ Elizabeth I. Loveman
		Elizabeth I. Loveman
		Senior Vice President and Controller (principal financial and accounting officer)

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