SCHEDULE 13D/A: Hamilton Beach Brands Holding Company: Rankin Family Group Updates Significant Class B Common Stock Ownership
Schedule 13D Amendment
An Amendment No. 11 to Schedule 13D has been filed by the Rankin family group, updating their beneficial ownership of Hamilton Beach Brands Holding Company's Class B Common Stock and amending related agreements.
Summary
- This filing is Amendment No. 11 to Schedule 13D for Hamilton Beach Brands Holding Company's Class B Common Stock.
- The filing updates and supplements information regarding the beneficial ownership of Class B Common Stock held by certain signatories to the Stockholders' Agreement.
- As of June 12, 2025, the reporting persons, as a group, are deemed to beneficially own 3,361,672 shares of Class B Common Stock, representing 93.5% of the outstanding Class B Common.
- Individual beneficial ownership percentages for key reporting persons include: Alfred M. Rankin, Jr. (78.7%), Victoire G. Rankin (78.7%), Helen R. Butler (78.4%), John C. Butler, Jr. (78.4%), Clara T. Rankin Williams (78.4%), David B. Williams (78.4%), Thomas T. Rankin (82.7%), Corbin K. Rankin (82.7%), Matthew M. Rankin (78.4%), Elizabeth B. Rankin (78.4%), James T. Rankin (78.4%), Lynne Turman Rankin (78.4%), Thomas Parker Rankin (78.4%), Claiborne R. Rankin (81.8%), Chloe O. Rankin (81.8%), Chloe R. Seelbach (78.4%), Scott Seelbach (78.4%), Claiborne R. Rankin, Jr. (78.4%), Julia L. Rankin Kuipers (78.4%), Roger F. Rankin (85.3%), Alison A. Rankin (85.3%), Rankin Associates HBB, L.P. (78.4%), and Rankin Management, Inc. (78.4%).
- The filing details the sole and shared voting and dispositive powers for each reporting person over their respective shares.
- The Rankin HBB Partnership Agreement was amended effective June 12, 2025, to reflect an additional capital contribution to Rankin HBB by one of the Reporting Persons.
- The Stockholders' Agreement was amended effective June 12, 2025, to remove certain Participating Stockholders.
Sentiment
Score: 5
Explanation: The document is a factual update on beneficial ownership and related agreements, containing no positive or negative financial or operational news for the company itself. The sentiment is neutral.
Future Outlook
NA
Industry Context
This filing is a routine update to beneficial ownership information for a specific company and does not provide broader industry trends or context.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Amendment to Partnership Agreement | The Rankin Associates HBB, L.P. Partnership Agreement was amended to reflect an additional capital contribution to Rankin HBB by one of the Reporting Persons. | 2025-06-12 | This amendment clarifies the capital structure within the Rankin family's investment vehicle, Rankin Associates HBB, L.P., which holds a significant portion of the Class B Common Stock. It indicates internal financial adjustments within the controlling group. |
| Amendment to Stockholders' Agreement | The Stockholders' Agreement was amended to remove certain Participating Stockholders. | 2025-06-12 | This change alters the composition of the group of stockholders bound by the Stockholders' Agreement, potentially streamlining governance or reflecting changes in individual ownership interests within the broader Rankin family group. It indicates a refinement of the controlling shareholder group's structure. |
Related Party Transactions
- The filing details the beneficial ownership of Class B Common Stock by various members of the Rankin family and associated trusts and entities (Rankin Associates HBB, L.P. and Rankin Management, Inc.), which collectively represent a controlling interest in Hamilton Beach Brands Holding Company.
- Amendments were made to the Stockholders' Agreement, which is an agreement among the stockholders party thereto and the Issuer, indicating ongoing governance arrangements between the company and its controlling shareholders.
- An additional capital contribution was made to Rankin Associates HBB, L.P. by one of the Reporting Persons, which is an internal transaction within the controlling group that impacts their collective holding structure.
Stakeholder Impact
- Shareholders: The filing provides updated transparency on the significant beneficial ownership held by the Rankin family group, which controls 93.5% of the Class B Common Stock. Changes to the Stockholders' Agreement and the Rankin HBB Partnership Agreement affect the governance and control dynamics of the company, primarily impacting Class B shareholders and potentially influencing the broader shareholder base through control implications.
Key Dates
| Date | Description |
|---|---|
| 2017-09-29 | Original Stockholders' Agreement date |
| 2017-10-06 | Initial Schedule 13D Filing date |
| 2018-02-14 | Amendment No. 1 filing date |
| 2019-02-14 | Amendment No. 2 filing date |
| 2020-02-13 | Amendment No. 3 filing date |
| 2020-02-24 | Amendment to Stockholders' Agreement |
| 2020-12-21 | Further amendment to Stockholders' Agreement |
| 2021-02-12 | Amendment No. 4 filing date |
| 2022-02-11 | Amendment No. 5 filing date and further amendment to Stockholders' Agreement |
| 2022-06-06 | Amendment No. 6 filing date |
| 2023-02-10 | Amendment No. 7 filing date |
| 2023-08-14 | Amendment No. 8 filing date |
| 2024-03-13 | Amendment No. 9 filing date |
| 2024-12-10 | Amendment No. 10 filing date |
| 2025-06-12 | Date of event requiring filing of this statement; effective date of Second Amendment to Limited Partnership Agreement of Rankin Associates HBB, L.P. and Amendment to Stockholders' Agreement |
| 2025-06-13 | Signature date of the filing |
Keywords
Hamilton Beach Brands Holding Company, Class B Common Stock, Schedule 13D, Beneficial Ownership, SEC Filing, Stockholders' Agreement, Rankin Family, Corporate Governance, Shareholding Structure
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