Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)

Hamilton Beach Brands Holding Company

(Name of Issuer)

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

40701LT 203

(CUSIP Number)

Alfred M. Rankin, Jr.

5875 Landerbrook Drive, Suite 300

Cleveland, Ohio 44124-4017

(440) 449-9600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 12, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Part II to Schedule 13D/A

This Amendment No. 9 to Schedule 13D (this Amendment No. 9) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class B Common Stock, par value $1.00 per share (Class B Common), of Hamilton Beach Brands Holding Company (the Company) held by certain signatories to the Stockholders Agreement, dated as of September 29, 2017, as amended February 24, 2020, as further amended December 21, 2020 and as further amended February 11, 2022, among the stockholders party thereto and the Issuer, that appeared in the Schedule 13D filed by the Reporting Persons on October 6, 2017 (the Initial Filing), as amended on February 14, 2018 (Amendment No. 1), as amended on February 14, 2019 (Amendment No. 2), as amended on February 13, 2020 (Amendment No. 3), as amended on February 12, 2021 (Amendment No. 4), as amended on February 11, 2022 (Amendment No. 5), as amended on June 6, 2022 (Amendment No. 6), as amended on February 10, 2023 (Amendment No. 7) and as amended on August 14, 2023 (Amendment No. 8, and, collectively, the Filings). This Amendment No. 9 (a) updates certain information with respect to certain Reporting Persons under the Filings and (b) reflects the contribution of an aggregate of 2,753,267 shares of Class B Common from certain Reporting Persons to Rankin Associates HBB, L.P., a Delaware limited partnership (Rankin HBB). Capitalized terms used herein but not defined herein have the meanings assigned to them in the Filings.

Item 2. Identity and Background.

The statements under the heading Alfred M. Rankin, Jr. which appear in the Filings, are hereby deleted and replaced by the following:

Alfred M. Rankin, Jr. Mr. Rankins resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Non-Executive Chairman of the Company at 4421 Waterfront Dr., Glen Allen, Virginia 23060, (b) Executive Chairman of Hyster-Yale Materials Handling, Inc. at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Non- Executive Chairman of NACCO Industries, Inc. at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124.

The following new Reporting Person shall be added:

Rankin Associates HBB, L.P. Rankin HBBs principal business is to hold, under common management, Class B Common, beneficially owned by certain of the Reporting Persons. RMI is the general partner of Rankin HBB. The address of its principal business and its principal office is 5875 Landerbrook Drive, Mayfield Heights, Ohio 44124-4017.

Item 5. Interest in Securities of the Issuer.

(a) (b) Although each Reporting Person disclaims beneficial ownership of any shares of Class B Common beneficially owned by each other Reporting Person, pursuant to the Act and regulations thereunder the Reporting Persons may be deemed as a group to have acquired beneficial ownership of 3,362,311 shares of Class B Common, the aggregate number of shares of Class B Common which are subject to the terms of the Stockholders Agreement, representing 93.06% of the outstanding Class B Common as of March 12, 2024.

The statements under the heading Alfred M. Rankin, Jr. which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Alfred M. Rankin, Jr. Mr. Rankin has the sole power to vote and dispose of 14,160 shares of Class B Common. Mr. Rankin as trustee and beneficiary of certain trusts, shares the power to vote the 2,753,267 shares of Class B Common held by Rankin HBB with the other stockholders of RMI, as general partner of Rankin HBB, and shares the power to dispose of the 2,753,267 shares of Class B Common held by Rankin HBB with the other individuals and entities holding limited partnership interests in Rankin HBB. Collectively, the 2,767,427 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 76.60% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Victoire G. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Victoire G. Rankin. Ms. Rankin is deemed to share the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Ms. Rankin is deemed to share with her spouse (Alfred M. Rankin, Jr.) the power to vote and dispose of 14,160 shares of Class B Common owned by her spouse. Collectively, the 2,767,427 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 76.60% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Helen R. Butler which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Helen R. Butler. Ms. Butler shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Ms. Butler is deemed to share with her spouse (John C. Butler, Jr.) the power to vote and dispose of 2,800 shares of Class B Common held by her spouse. Collectively, the 2,756,067 shares of Class B Common beneficially owned by Ms. Butler constitute approximately 76.28% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Clara T. Rankin Williams which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Clara T. Rankin Williams. Ms. Williams shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,753,267 shares of Class B Common beneficially owned by Ms. Williams constitute approximately 76.21% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Thomas T. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Thomas T. Rankin. Mr. Rankin has the sole power to vote and dispose of 135,778 shares of Class B Common. Mr. Rankin as trustee and beneficiary of certain trusts, shares the power to vote the 2,753,267 shares of Class B Common held by Rankin HBB with the other stockholders of RMI, as general partner of Rankin HBB and shares the power to dispose of the 2,753,267 shares of Class B Common held by Rankin HBB with the other partners. Collectively, the 2,889,045 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 79.96% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Matthew M. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Matthew M. Rankin. Mr. Rankin shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,753,267 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 76.21% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading James T. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

James T. Rankin. Mr. Rankin shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,753,267 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 76.21% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Claiborne R. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Claiborne R. Rankin. Mr. Rankin has the sole power to vote and dispose of 112,893 shares of Class B Common. Mr. Rankin as trustee and beneficiary of certain trusts, shares the power to vote the 2,753,267 shares of Class B Common held by Rankin HBB with the other stockholders of RMI, as general partner of Rankin HBB, and shares the power to dispose of the 2,753,267 shares of Class B Common held by Rankin HBB with the other partners. Collectively, the 2,866,160 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 79.33% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Chloe O. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Chloe O. Rankin. Ms. Rankin shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Ms. Rankin is deemed to share with her spouse (Claiborne R. Rankin) the power to vote and dispose of 112,893 shares of Class B Common owned by her spouse. Collectively, the 2,866,160 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 79.33% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Chloe R. Seelbach which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Chloe R. Seelbach. Ms. Seelbach shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,753,267 shares of Class B Common beneficially owned by Ms. Seelbach constitute approximately 76.21% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Claiborne R. Rankin, Jr. which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Claiborne R. Rankin, Jr. Mr. Rankin shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,753,267 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 76.21% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Roger F. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Roger F. Rankin. Mr. Rankin has the sole power to vote and dispose of 183,399 shares of Class B Common. Mr. Rankin as trustee and beneficiary of certain trusts, shares the power to vote the 2,753,267 shares of Class B Common held by Rankin HBB with the other stockholders of RMI, as general partner of Rankin HBB, and shares the power to dispose of the 2,753,267 shares of Class B Common held by Rankin HBB with the other partners. Collectively, the 2,936,666 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 81.28% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Rankin Management, Inc. which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Rankin Management, Inc. RMI has the sole power to vote 2,753,267 shares of Class B Common held by Rankin HBB, has the sole power to dispose of 15,800 shares of Class B Common held by Rankin HBB and shares the power to dispose of 2,737,467 shares of Class B Common held by Rankin HBB. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the stockholders of RMI. Collectively, the 2,753,267 shares of Class B Common beneficially owned by RMI constitute approximately 76.21% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Corbin K. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Corbin K. Rankin. Ms. Rankin shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Ms. Rankin is deemed to share with her spouse (Thomas T. Rankin) the power to vote and dispose of 135,778 shares of Class B Common owned by her spouse. Collectively, the 2,889,045 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 79.96% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Alison A. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Alison A. Rankin. Ms. Rankin shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Ms. Rankin is deemed to share with her spouse (Roger F. Rankin) the power to vote and dispose of 183,399 shares of Class B Common owned by her spouse. Collectively, the 2,936,666 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 81.28% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading John C. Butler, Jr. which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

John C. Butler, Jr. Mr. Butler has the sole power to vote and dispose of 2,800 shares of Class B Common. Mr. Butler shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,756,067 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 76.28% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading David B. Williams which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

David B. Williams. Mr. Williams shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,753,267 shares of Class B Common beneficially owned by Mr. Williams constitute approximately 76.21% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Scott Seelbach which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Scott Seelbach. Mr. Seelbach shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,753,267 shares of Class B Common beneficially owned by Mr. Seelbach constitute approximately 76.21% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Elizabeth B. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Elizabeth B. Rankin. Ms. Rankin shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,753,267 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 76.21% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Julia L. Rankin Kuipers which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Julia L. Rankin Kuipers. Ms. Kuipers shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,753,267 shares of Class B Common beneficially owned by Ms. Kuipers constitute approximately 76.21% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Thomas Parker Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Thomas Parker Rankin. Mr. Rankin shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,753,267 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 76.21% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Lynne T. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Lynne T. Rankin. Ms. Rankin shares the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,753,267 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 76.21% of the Class B Common outstanding as of March 12, 2024.

The statements under the heading Jacob A. Kuipers which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Jacob A. Kuipers. Mr. Kuipers is deemed to share the power to dispose of 2,753,267 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,753,267 shares of Class B Common beneficially owned by Mr. Kuipers constitute approximately 76.21% of the Class B Common outstanding as of March 12, 2024.

The following new Reporting Person shall be added:

Rankin Associates HBB, L.P. Rankin HBB is made up of the individuals and entities holding limited partnership interests in Rankin HBB and RMI, the general partner of Rankin HBB. Rankin HBB may be deemed to be a group as defined under the Exchange Act and therefore may be deemed as a group to beneficially own 2,753,267 shares of Class B Common held by Rankin HBB. Although Rankin HBB holds the 2,753,267 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. RMI has the sole power to vote such shares and shares the power to dispose of such shares with the other individuals and entities holding limited partnership interests in Rankin HBB. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the stockholders of RMI. Collectively, the 2,753,267 shares of Class B Common beneficially owned Rankin HBB constitute approximately 76.21% of the Class B Common outstanding as of March 12, 2024.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information provided in the Filings with respect to the Stockholders Agreement is hereby amended by inserting at the end thereof the following:

Stockholders Agreement

Effective March 11, 2024, each of the Issuer and the Participating Stockholders executed and delivered an Amendment to the Stockholders Agreement, amending the Stockholders Agreement to add an additional Participating Stockholder under the Stockholders Agreement. A copy of the Amendment to the Stockholders Agreement is attached hereto as Exhibit 26 and is incorporated herein in its entirety.

Item 6 of the Initial Filing is hereby amended by inserting at the end thereof the following:

Rankin Associates HBB, L.P.

Under the terms of the Limited Partnership Agreement of Rankin Associates HBB, L.P., dated as of February 27, 2024, among the stockholders party thereto (the Rankin HBB Partnership Agreement), filed as Exhibit 27 hereto and incorporated herein by reference, RMI, as the general partner of Rankin HBB, has the sole power to vote the Class B Common held by Rankin HBB. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the stockholders of RMI. RMI shares the power to dispose of the Class B Common held by Rankin HBB with the other trusts holding limited partnership interests in Rankin HBB.

The Rankin HBB Partnership Agreement restricts the transfer of all partnership interests, including the general partnership interests, in Rankin HBB (Rankin HBB Partnership Interests) by the partners and provides the partners and Rankin HBB with a right of first refusal to acquire Rankin HBB Partnership Interests that a partner desires to sell and a repurchase obligation to compel the sale of Rankin HBB Partnership Interests by the partners under certain circumstances. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Rankin HBB Partnership Agreement.

Item 7. Interest in Securities of the Issuer.

Item 7 of the Initial Filing is hereby amended by adding the following:

Signatures begin on the next page.

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: March 13, 2024