SCHEDULE 13D/A: Hamilton Beach Brands Holding Company: Rankin Family Group Updates Significant Class B Common Stock Ownership

Sentiment:

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 TypeDescriptionEffective DateImpact Assessment
Amendment to Partnership AgreementThe Rankin Associates HBB, L.P. Partnership Agreement was amended to reflect an additional capital contribution to Rankin HBB by one of the Reporting Persons.2025-06-12This 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' AgreementThe Stockholders' Agreement was amended to remove certain Participating Stockholders.2025-06-12This 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

DateDescription
2017-09-29Original Stockholders' Agreement date
2017-10-06Initial Schedule 13D Filing date
2018-02-14Amendment No. 1 filing date
2019-02-14Amendment No. 2 filing date
2020-02-13Amendment No. 3 filing date
2020-02-24Amendment to Stockholders' Agreement
2020-12-21Further amendment to Stockholders' Agreement
2021-02-12Amendment No. 4 filing date
2022-02-11Amendment No. 5 filing date and further amendment to Stockholders' Agreement
2022-06-06Amendment No. 6 filing date
2023-02-10Amendment No. 7 filing date
2023-08-14Amendment No. 8 filing date
2024-03-13Amendment No. 9 filing date
2024-12-10Amendment No. 10 filing date
2025-06-12Date 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
2025-06-13Signature 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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