UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 24)

NACCO Industries, Inc.

(Name of Issuer)

Class B Common Stock, par value $1.00 per share

(Title of Class of Securities)

629579 20 02

(CUSIP Number)

Alfred M. Rankin, Jr.

5875 Landerbrook Drive

Cleveland, Ohio 44124-4017

(216) 449-9600

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

February 2017

(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).

The Schedule 13D originally filed on March 29, 1990, as amended and restated in its entirely pursuant to Regulation S- T Rule 101(a)(2) on March 20, 1992, as amended by Amendment No. 1 filed on March 28, 1995, as amended by Amendment No. 2 filed on March 21, 1996, as amended by Amendment No. 3 filed on November 26, 1996, as amended by Amendment No. 4 filed on January 10, 1997, as amended by Amendment No. 5 filed on March 19, 1997, as amended by Amendment No. 6 filed on March 25, 1999, as amended by Amendment No. 7 filed on March 30, 2000, as amended by Amendment No. 8 filed on February 14, 2001, as amended by Amendment No. 9 filed on February 14, 2002, as amended by Amendment No. 10 filed on February 14, 2003, as amended by Amendment No. 11 filed on February 17, 2004, as amended by Amendment No. 12 filed on February 15, 2005, as amended by Amendment No. 13 filed on February 14, 2006, as amended by Amendment No. 14 filed on February 14, 2007, as amended by Amendment No. 15 filed on February 14, 2008, as amended by Amendment No. 16 filed on February 13, 2009, as amended by Amendment No. 17 filed on February 16, 2010, as amended by Amendment No. 18 filed on February 14, 2011, as amended by Amendment No. 19 filed on February 14, 2012, as amended by Amendment No. 20 filed on February 14, 2013, as amended by Amendment No. 21 filed on February 14, 2014, as amended by Amendment No. 22 filed on February 13, 2015 and as amended by Amendment No. 23 on February 12, 2016 (collectively, the “Filings”), related to shares of Class B common stock (“Class B Common”) of NACCO Industries, Inc. (the “Company”) held by certain signatories to the Stockholders’ Agreement, dated as of March 15, 1990, as amended and restated on September 28, 2012, among the signatories thereto, the Company and PNC Bank, NA, as depository, is hereby further amended as follows. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Filings.

(a) – (c) Item 2 of the Filings is hereby amended as follows:

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

James T. Rankin. Mr. Rankin’s address is 2291 Woodward Way NW, Atlanta, Georgia 30305. He is self employed in commercial real estate.

The statements under the heading Caroline T. Ruschell, which appear in the Filings, are hereby deleted and replaced by the following:

Caroline T. Ruschell. Ms. Ruschell’s address is 201 Legacy Dr. Nicholasville KY, 40356. She is retired.

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

Julia Rankin Kuipers Ms. Kuipers’ address is 11 Sargent Rd. Winchester, MA 01890. She is not employed.

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

Thomas Parker Rankin. Mr. Rankin’s address is 70 West 11th Street, Apt 4E, New York, NY 1011. He is an Investment Analyst.

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

Jacob A. Kuipers Mr. Kuipers’ address is 11 Sargent Rd. Winchester, MA 01890. He is an attorney at McDermott, Will & Emery.

The information appearing under the heading “Item 5. Interest in Securities of the Issuer,” which appears in the Filings, is hereby amended as follows:

Clara T. Rankin Williams. Ms. Williams has sole power to vote and dispose of 9,195 shares of Class B Common held in a trust for her benefit and shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 789,494 shares of Class B Common beneficially owned by Clara T. Rankin Williams constitute approximately 50.26% of the Class B Common outstanding as of December 31, 2016.

Alfred M. Rankin, Jr. Mr. Rankin has the sole power to vote and to dispose of 44,662 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 824,961 shares of Class B Common beneficially owned by Alfred M. Rankin, Jr., constitute approximately 52.51% of the Class B Common outstanding as of December 31, 2016.

Victoire G. Rankin. Ms. Rankin is deemed to share with her spouse (Alfred M. Rankin, Jr.) the power to vote 44,662 shares of Class B Common and to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 824,961 shares of Class B Common beneficially owned by Victoire G. Rankin constitute approximately 52.51% of the Class B Common outstanding as of December 31, 2016.

Helen R. Butler. Ms. Butler has sole power to vote and dispose of 9,195 shares of Class B Common held in a trust for her benefit and shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 789,494 shares of Class B Common beneficially owned by Helen R. Butler constitute approximately 50.26% of the Class B Common outstanding as of December 31, 2016.

John C. Butler, Jr. Mr. Butler is deemed to share with his spouse (Helen R. Butler) the power to vote 9,195 shares of Class B Common held in a trust for her benefit and to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 789,494 shares of Class B Common beneficially owned by John C. Butler, Jr. constitute approximately 50.26% of the Class B Common outstanding as of December 31, 2016.

David B. Williams Mr. Williams is deemed to share with his spouse (Clara T. Rankin Williams) the power to vote 9,195 shares of Class B Common held in a trust for her benefit and to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 789,494 shares of Class B Common beneficially owned by David B. Williams constitute approximately 50.26% of the Class B Common outstanding as of December 31, 2016.

Roger F. Rankin. Mr. Rankin has the sole power to vote and dispose of 118,125 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 898,424 shares of Class B Common beneficially owned by Roger F. Rankin, constitute approximately 57.19% of the Class B Common outstanding as of December 31, 2016.

Bruce T. Rankin. Mr. Rankin (a) as primary beneficiary of the Bruce Rankin Trust, which is a limited partner of Rankin I, shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the general partners and the other limited partners of Rankin I and (b) as primary beneficiary of the Bruce Rankin Trust, which is a Limited Partner of Rankin IV, shares the power to dispose of the 307,928 shares of Class B Common held by Rankin IV with the general partners and the other limited partners of Rankin IV. Together, the 780,299 shares of Class B Common beneficially owned by Bruce T. Rankin, constitute approximately 49.67% of the Class B Common outstanding as of December 31, 2016.

Thomas T. Rankin. Mr. Rankin has the sole power to vote and dispose of 92,873 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 873,172 shares of Class B Common beneficially owned by Thomas T. Rankin, constitute approximately 55.58% of the Class B Common outstanding as of December 31, 2016.

Claiborne R. Rankin. Mr. Rankin has the sole power to vote and dispose of 97,312 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 877,611 shares of Class B Common beneficially owned by Claiborne R. Rankin constitute approximately 55.87% of the Class B Common outstanding as of December 31, 2016.

Chloe O. Rankin. Ms. Rankin is deemed to share with her spouse (Claiborne R. Rankin) the power to vote and dispose 97,312 shares of Class B Common and to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 877,611 shares of Class B Common beneficially owned by Chloe O. Rankin constitute approximately 55.87% of the Class B Common outstanding as of December 31, 2016.

Thomas E. Taplin, Jr. Mr. Taplin is deceased.

Alison A. Rankin. Ms. Rankin is deemed to share with her spouse (Roger F. Rankin) the power to vote and dispose 118,125 shares of Class B Common and to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 898,424 shares of Class B Common beneficially owned by Alison A. Rankin constitute approximately 57.19% of the Class B Common outstanding as of December 31, 2016.

Corbin K. Rankin. Ms. Rankin is deemed to share with her spouse (Thomas T. Rankin) the power to vote and dispose 92,873 shares of Class B Common and to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 873,172 shares of Class B Common beneficially owned by Corbin K. Rankin, constitute approximately 55.58% of the Class B Common outstanding as of December 31, 2016.

Cory Freyer Ms. Freyer was owns no Class B shares.

(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 1,542,757 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 98.2% of the outstanding Class B Common as of December 31, 2016.

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

On May 20, 2016, Corey Freyer, Theodore D. Taplin, Britton T. Taplin, Frank F. Taplin and Beatrice B. Taplin entered into an agreement providing for a right of first refusal with respect to a total of up to 90,160 shares of Class A Common that may be acquired by Ms. Freyer (the “Right of First Refusal Agreement”). Pursuant to the Right of First Refusal Agreement, Ms. Freyer is required to offer for sale such shares of Class A Common to (a) the brothers, mother and related descendants of her late husband, Thomas E. Taplin, and then (b) certain members of the Rankin family as described therein, prior to conducting market or other sales of such shares. The Right of First Refusal Agreement is filed as Exhibit 42 hereto and incorporated herein by reference.

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: February 14, 2017

Exhibit 42

Right of First Refusal Agreement

for Shares of Class A Common Stock of NACCO Industries, Inc. and

Hyster-Yale Materials Handling, Inc.

This Right of First Refusal Agreement for Shares of Class A Common Stock (collectively, the “Shares”) expected to total 90,160 shares of NACCO Industries, Inc. (“NACCO”) and 179,257 shares Hyster-Yale Materials Handling, Inc. (“Hyster-Yale”) is dated as of May 20, 2016 by and among Cornelia G. Freyer (“Cory”), Theodore D. Taplin, Britton T. Taplin, Frank F. Taplin, and Beatrice B. Taplin.

Cory acknowledges that she will receive ownership of the Shares, which are publicly traded shares and have been held in a trust controlled by her late husband, Thomas E. Taplin, Jr. (“Tom”).

1. Shareholders Agreements

Cory is currently a signatory to shareholders’ agreements for NACCO and Hyster-Yale, which also makes her subject to the insider trading policies of NACCO and Hyster-Yale. As a result, sales of the Shares are limited to an approved sales window (“Sales Window”), as determined by legal counsel of NACCO and Hyster-Yale, as applicable, generally following quarterly earnings announcements. There is currently no mechanism for removing a signatory to these agreements.

2. Offer to The Taplins

a.    Cory agrees that should she wish to sell any of the Shares at any point in the future, she will first offer such Shares for sale to Tom’s brothers, mother, and their descendants (“The Taplins”). Cory agrees to formally offer the shares to The Taplins at the beginning of a Sales Window, although she may discuss the offer informally at any time.

b.    Cory shall notify each of The Taplins of her offer to sell by email, and each of The Taplins shall have two business days after the date Cory sends the offers to The Taplins to accept it.

c.    If more than one of The Taplins elects to purchase Shares offered by Cory, then each of The Taplins so electing shall be entitled to purchase an equal number of the Shares offered by Cory, unless they agree otherwise.

3. Offer to Rankins

a.    If The Taplins do not accept Cory’s offer to sell, or if, within the time period set forth in 2(b), The Taplins accept Cory’s offer but only with respect to some but not all of the Shares offered to them, or if The Taplins fail to close on the purchase within the time period set forth in 4(f) below, Cory agrees to then offer to sell the Shares offered to but not purchased by The Taplins to Alfred Rankin, Jr., Thomas Rankin, Claiborne Rankin and Roger Rankin (“The Rankins”).

b.    Cory shall notify each of The Rankins of her offer to sell by email. The Rankins shall have two business days after the date Cory sends the offer to accept it.

c.    If more than one of The Rankins elects to purchase Shares offered by Cory, each of such Rankins shall be entitled to purchase the number of Shares he would have been entitled to receive if the Shares had been distributed to Clara L.T. Rankin’s descendants, per stirpes, unless such descendants agree otherwise.

4. Provisions Applicable to All Offers and Notices to The Taplins and The Rankins

The provisions of this Section 4 shall apply to all notices and offers given to The Taplins and The Rankins under Sections 2 and 3, respectively.

a.    In all cases, notification shall be to the email address provided to Cory most recently prior to the offer, and Cory shall maintain documentation of sending the email.

b.    If, at the time the offer is given by Cory, any of The Taplins or The Rankins is a minor or incapacitated, Cory shall provide the notice to that individual’s authorized representative.

c.    Each of The Taplins and The Rankins who elects not to purchase the Shares offered by Cory shall be deemed to have waived his or her rights to purchase such Shares.

e.    The sales price offered to any of the above parties may be negotiated between Cory and the purchasing party prior to expiration of the offer. If such a price is not specifically negotiated, the sales price shall be the closing market price of the Shares on the day the offer is extended.

f.    Closing of the sale shall be completed within one week of accepting Cory’s offer to sell.

d.    Cory agrees that a Sales Window may interfere with the schedule outlined above, but a Sales Window shall be respected nonetheless.

5. Market Sales

If The Rankins do not accept Cory’s offer to sell, or if, within the time period set forth in Section 3(b), The Rankins accept Cory’s offer but only with respect to some but not all of the Shares offered to them, or if The Rankins fail to close on the purchase of Shares within the time period set forth in Section 4(f) above, Cory may sell any

such Shares offered to but not purchased by either The Taplins or The Rankins in open market transactions, in privately negotiated transactions or otherwise so long as any such sales are within the current Sales Window of NACCO or Hyster-Yale, as applicable, and provided such sale is on terms and conditions no more favorable to the purchaser than those terms offered to The Taplins and The Rankins, provided further, that if the Shares so offered are sold in open market transactions, Cory may sell the Shares during such Sales Window at then prevailing market prices. Should Cory not complete such sale, she must repeat the right of first refusal process as outlined in Sections 2 and 3 above in conjunction with a subsequent Sales Window.

6. Notice to PNC Hawthorn

Simultaneously with giving notices to The Taplins and The Rankins under Sections 2 and 3 above, Cory shall notify via email the trust officer at PNC Hawthorn (or its successor) who is designated to Cory for this purpose.

7. Miscellaneous

a.    The above sale restrictions shall cease upon Cory’s death, but shall not cease upon transfer of the Shares prior to her death to another person or entity including but not limited to a trust, partnership or limited liability company, with the exception of a transfer to a charitable organization with an IRS 501(c)(3) tax-exempt designation. Transfer of the Shares to such an organization shall be exempt from the above sale restrictions.

b.    This Agreement constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. The parties hereto acknowledge and confirm in favor of the other members of the The Taplins who are not parties hereto (the “Non-signing Taplins”) and The Rankins that the obligations imposed upon Cory pursuant to this Agreement are owed to, and are for the benefit of the Non-signing Taplins and The Rankins and each of the Non-Signing Taplins and The Rankins is a third-party beneficiary of this Agreement, entitled to enforce this Agreement even though such person is not a party to this Agreement.

c.    The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

d.    This Agreement may be signed in counterparts, each of which shall be binding upon the signatory, and all of which together shall constitute a single, executed document. Signatures may be evidenced by photocopies, or by facsimile or scanned electronic transmissions.

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IN WITNESS WHEREOF, the parties hereto have executed this Right of First Refusal Agreement for Shares of Class A Common Stock of NAACO Industries, Inc. and Hyster-Yale Materials Handling, Inc. as of the date first indicated above.