What changed in this filing

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Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-24 · 249 added, 323 removed, 745 unchanged (43% of the section changed)

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Disclosure Controls and Procedures .

We maintain controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures.

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 ("Exchange Act"), we have evaluated, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act) as of December 31, 2022.

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these controls and procedures are effective as of December 31, 2022.

Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal controls over financial reporting will prevent all errors and all fraud.

We maintain controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow for timely decisions regarding required disclosures.

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including the CEO and CFO, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act) as of December 31, 2023.

Based on this evaluation, the CEO and CFO concluded that these controls and procedures are effective as of December 31, 2023.

Our management, including the CEO and CFO, does not expect that our disclosure controls or our internal controls over financial reporting will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

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Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework (2013) .

Based on its assessment, management concluded that, as of December 31, 2022, the ARLP Partnership's internal control over financial reporting

was effective based on those criteria, and management believes that we have no material internal control weaknesses in our financial reporting process.

In making this assessment, management used the criteria set forth by COSO in Internal Control — Integrated Framework (2013) .

Based on its assessment, management concluded that, as of December 31, 2023, the ARLP Partnership's internal control over financial reporting was effective based on those criteria, and management believes that we have no material internal control weaknesses in our financial reporting process.

Grant Thornton LLP, an independent registered public accounting firm, has made an independent assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023, as stated in their report that is included herein.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of Alliance Resource Management GP, LLC

and the Unitholders of Alliance Resource Partners, L.P.

Board of Directors of Alliance Resource Management GP, LLC

and Unitholders of Alliance Resource Partners, L.P.

Opinion on internal control over financial reporting

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OTHER INFORMATION

None of our directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended December 31, 2023, as such terms are defined under Item 408(a) of Regulation S-K.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE GENERAL PARTNER

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Chairman, President and Chief Executive Officer

Senior Vice President and Chief Financial Officer

Former Senior Vice President and Chief Financial Officer

Vice President, Controller and Chief Accounting Officer

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Senior Vice President, General Counsel and Secretary

Senior Vice President and Chief Financial Officer

Executive Vice President

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* Indicates Chairman of Committee.

Craft III has been President, Chief Executive Officer ("CEO") and a Director since August 1999, Chairman of the Board of Directors since January 1, 2019, and indirectly owns our general partner.

Craft III has been President, CEO and a Director since August 1999, Chairman of the Board of Directors since January 1, 2019, and indirectly owns our general partner.

Previously Mr.

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Craft should serve as a Director include his long history of significant involvement in the coal industry, his demonstrated business acumen and his exceptional leadership of the Partnership since its inception.

Cantrell has been Senior Vice President and Chief Financial Officer since October 2003.

Prior to his current position, Mr.

Cantrell was Senior Vice President and CFO from October 2003 through his retirement on March 31, 2023.

Cantrell was President of AFN Communications, LLC from November 2001 to October 2003 where he had previously served as Executive Vice President and Chief Financial Officer after joining AFN in September 2000.

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Vice President—Finance of KCS Medallion Resources, Inc.;

and Vice President—Finance, Secretary and Treasurer of Intercoast Oil and Gas Company.

Cantrell is a Certified Public Accountant and

holds Master of Accountancy and Bachelor of Accountancy degrees from the University of Oklahoma.

and Vice President—Finance, Secretary

and Treasurer of Intercoast Oil and Gas Company.

Cantrell is a Certified Public Accountant and holds Master of Accountancy and Bachelor of Accountancy degrees from the University of Oklahoma.

Cantrell announced his retirement effective March 31, 2023.

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Davis is a Trustee of the Energy and Mineral Law Foundation and a member of the Kentucky Bar Association.

Marshall became Senior Vice President and CFO in April 2023.

Prior to his current position, Mr.

Marshall previously served as Vice President, Corporate Finance and Treasurer since May 2003.

Marshall joined Alliance in 1993 and has held several positions with increasing responsibilities in the finance and marketing areas.

Marshall joined Alliance's predecessor, MAPCO Inc.

in 1989 and held a variety of corporate finance positions.

Marshall is an alumnus of Southern Methodist University, where he received a Bachelor of Business Administration degree and a Master of Business Administration degree.

Sachse has been Executive Vice President since August 2000.

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Prior to his current position, Mr.

Tholen most recently served as a Managing Director within the Oil & Gas Group and Head of the Acquisitions and Divestitures ("A&D") Practice for Houlihan Lokey in Houston.

Tholen most recently served as a Managing Director within the Oil & Gas Group and Head of the A&D Practice for Houlihan Lokey in Houston.

From 2012 to 2015, he was Head of A&D for Credit Agricole CIB and was responsible for creating and leading their A&D platform to service domestic and cross-border client transactions as well as assisting in reserve-base lending, equity offerings and high-yield debt offerings.

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From January 2007 through 2018, Mr.

Druten was a member of the board of directors of Alliance GP, LLC, the former general partner of Alliance Holdings GP, L.P.

("AHGP").

Druten was a member of the board of directors of Alliance GP, LLC, the former general partner of AHGP.

From September 1994 until his retirement in August 2006, Mr.

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KSU), a transportation and financial services company, and was Chairman of its executive committee and a member of its compensation committee and nominating and governance committees, and now serves as a trustee of the voting trust holding KSU pending the Surface Transportation Board's review and approval of KSU's recent combination with Canadian Pacific Railway Limited.

Druten is also a Trustee and former Chairman of the Board of Entertainment Properties Trust (NYSE:

EPR), a real estate investment trust focused on the acquisition of movie theatre complexes and other entertainment-related properties, and is a member of its audit, compensation, finance and governance committees.

Druten previously served as a director of American Italian Pasta, from 2007 until it was acquired by Ralcorp Holdings in July 2010, where he was the Chair of its audit committee and also served on its compensation committee.

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He holds Bachelor and Master of Science degrees in Engineering from the University of Kansas and is a graduate of the Owner-President-Management Program at the Harvard Business School.

The specific experience, qualifications, attributes or skills that led to the conclusion Mr.

The specific experience,

qualifications, attributes or skills that led to the conclusion Mr.

Robinson should serve as a Director include his significant experience in the engineering and consulting industries, his extensive service in senior corporate leadership positions in both industries and his familiarity with financial matters.

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From April 2015 through June 2018, Mr.

Torrence was also a member of the

board of directors of Alliance GP, LLC, the former general partner of AHGP, and chairman of its audit committee.

Torrence was also a member of the board of directors of Alliance GP, LLC, the former general partner of AHGP, and chairman of its audit committee.

Torrence retired from Fluor Corporation in 2006 as a Senior Vice President of Project Development and Investments and after retirement has performed investment and business consulting services for various clients.

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In addition, management provides periodic reports of the Partnership's financial and operational performance to each member of the Board of Directors.

The audit committee of the Board of Directors ("Audit Committee") provides additional risk oversight through its quarterly meetings, where it receives a report from the Partnership's internal auditor, who reports directly to the Audit Committee, and reviews the Partnership's contingencies, significant transactions and subsequent events, among other matters, with management and our independent auditors.

The Audit Committee provides additional risk oversight through its quarterly meetings, where it receives a report from the Partnership's internal auditor, who reports directly to the Audit Committee, and reviews the Partnership's contingencies, significant transactions and subsequent events, among other matters, with management and our independent auditors.

The Board of Directors has selected as director nominees individuals with experience, skills and qualifications relevant to the business of the Partnership, such as experience in energy or related industries or with financial markets, expertise in mining, engineering or finance, and a history of service in senior leadership positions.

The Board of Directors has not established a formal process for identifying director nominees, nor does it have a formal policy regarding the consideration of diversity in identifying director nominees, but has endeavored to assemble a diverse group of individuals with the qualities and attributes required to provide effective oversight of the Partnership.

The Board of Directors has not established a formal process for identifying director nominees, nor does it have a formal policy regarding the consideration of diversity in identifying director nominees, but has endeavored to assemble a talented group of individuals with the qualities and attributes required to provide effective oversight of the Partnership.

Audit Committee

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Carter, Druten, Robinson, and Torrence).

as that concept is defined in Section 10A of the Exchange Act, all current Audit Committee members are "independent"

as that concept is defined in the applicable rules of NASDAQ Stock Market, LLC, all current Audit Committee members are financially literate, and Mr.

Torrence qualifies as an "audit committee financial expert"

under the applicable rules promulgated pursuant to the Exchange Act.

After reviewing the qualifications of the current members of the Audit Committee, and any relationships they may have with us that might affect their independence, the Board of Directors has determined that all current Audit Committee members are "independent" as that concept is defined in Section 10A of the Exchange Act, all current Audit Committee members are "independent" as that concept is defined in the applicable rules of NASDAQ Stock Market, LLC, all current Audit Committee members are financially literate, and Mr.

Torrence qualifies as an "audit committee financial expert" under the applicable rules promulgated pursuant to the Exchange Act.

Report of the Audit Committee

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The Audit Committee has responsibility for the appointment, compensation and oversight of the work of our independent registered public accounting firm and assists the Board of Directors by conducting its own review of our:

● filings with the SEC pursuant to the Securities Act of 1933 ("Securities Act") and the Exchange Act (i.e., Forms 10-K, 10-Q, and 8-K);

● filings with the SEC pursuant to the Securities Act and the Exchange Act (i.e., Forms 10-K, 10-Q, and 8-K);

● press releases and other communications by us to the public concerning earnings, financial condition and results of operations, including changes in distribution policies or practices affecting the holders of our units, if such review is not undertaken by the Board of Directors;

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Based on the results of the annual self-assessment, the Audit Committee believes that it satisfied the requirements of its charter.

A copy of the Audit Committee charter is publicly available on our website under "Investor Relations"

at www.arlp.com and is available in print without charge to any unitholder who requests it.

A copy of the Audit Committee charter is publicly available on our website under "Investor Relations" at www.arlp.com and is available in print without charge to any unitholder who requests it.

Such requests should be directed to Investor Relations at (918) 295-7673.

The Audit Committee also reviewed and discussed with management and the independent registered public accounting firm this Annual Report on Form 10-K, including the audited financial statements.

Our independent registered public accounting firm, Grant Thornton LLP ("Grant Thornton"), is responsible for expressing an opinion on the conformity of the audited financial statements with GAAP.

The Audit Committee reviewed with Grant Thornton its judgment as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee pursuant to the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC.

and has discussed with Grant Thornton its independence from management and the ARLP Partnership.

Our independent registered public accounting firm, Grant Thornton, is responsible for expressing an opinion on the conformity of the audited financial statements with GAAP.

The Audit Committee received written disclosures and the letter from Grant Thornton required by applicable requirements of the PCAOB Rule 3526, "Communication with Audit Committees Concerning Independence," and has discussed with Grant Thornton its independence from management and the ARLP Partnership.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC.

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We have adopted a code of ethics with which the Chairman, President and CEO and the senior financial officers (including the principal financial officer and the principal accounting officer) are expected to comply.

The code of ethics is publicly available on our website under "Investor Relations"

at www.arlp.com and is available in print without charge to any unitholder who requests it.

The code of ethics is publicly available on our website under "Investor Relations" at www.arlp.com and is available in print without charge to any unitholder who requests it.

Such requests should be directed to Investor Relations at (918) 295-7673.

If any substantive amendments are made to the code of ethics or if there is a grant of a waiver, including any implicit waiver, from a provision of the code to the President and CEO, Chief Financial Officer, or Chief Accounting Officer, we will

disclose the nature of such amendment or waiver on our website or in a report on Form 8-K.

substantive amendments are made to the code of ethics or if there is a grant of a waiver, including any implicit waiver, from a provision of the code to the President and CEO, Chief Financial Officer, or Chief Accounting Officer, we will disclose the nature of such amendment or waiver on our website or in a report on Form 8-K.

There were no such amendments or waivers during the year ended December 31, 2023.

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Section 16(a) of the Exchange Act, as amended, requires directors, executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports or changes in ownership of such equity securities.

Based on a review of the copies of the forms furnished to us and written representations from certain reporting persons, we believe that during 2022 none of our directors or executive officers or persons who beneficially owned more than ten percent of a registered class of our equity securities were delinquent with respect to any of the filing requirements under Section 16(a).

Based on a review of the copies of the forms furnished to us and written representations from certain reporting persons, we believe that during 2023 none of our directors or executive officers or persons who beneficially owned more than ten percent of a registered class of our equity securities were delinquent with respect to any of the filing requirements under Section 16(a), with the following exception:

a Form 3/A was filed on November 7, 2023 for Ms.

Kathleen Mowry, who beneficially owns more than ten percent of our common units, to correct her reported beneficial ownership in her initial Form 3 filed on June 5, 2018.

Reimbursement of Expenses of our General Partner and its Affiliates

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Our general partner is reimbursed by us for all expenses incurred on our behalf.

Please see "Item 13.

Certain Relationships and Related Transactions, and Director Independence— Administrative Services ."

Please see "Item 13.

Certain Relationships and Related Transactions, and Director Independence— Administrative Services ."

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The compensation committee of the Board of Directors ("Compensation Committee") oversees the compensation of our general partner's executive officers, including the Chairman, President and CEO (our principal executive officer) the Senior Vice President and Chief Financial Officer (our principal financial officer) and the three most highly compensated executive officers in 2022, each of whom is named in the Summary Compensation Table (collectively, our "Named Executive Officers").

The Compensation Committee oversees the compensation of our general partner's executive officers, including the Named Executive Officers, each of whom is named in the Summary Compensation Table.

Our Named Executive Officers are employees of our operating subsidiary, Alliance Coal.

We do not currently, nor did we during the 2023 calendar year, maintain employment agreements with any of our Named Executive Officers.

Compensation Objectives and Philosophy

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Based on its review of our overall executive compensation program, the Compensation Committee believes the program is appropriately applied to our general partner's executive officers and is necessary to attract and retain the executive officers who are essential to our continued development and success, to compensate those executive officers for their contributions and to enhance unitholder value.

Moreover, the Compensation Committee believes the total compensation opportunities provided to our general partner's executive officers create alignment with our long-term interests and those of our unitholders.

Moreover, the Compensation Committee believes the total compensation opportunities provided to our general partner's executive officers create alignment with

our long-term interests and those of our unitholders.

As a result, we do not maintain unit ownership requirements for our Named Executive Officers.

Setting Executive Compensation

We have not historically maintained employment agreements with any of our Named Executive Officers.

We provided an employment letter to our Senior Vice President, Mr.

Tholen (the "Tholen Employment Letter"), in connection with his hiring in December 2019 setting forth the initial terms of his employment, which we determined were necessary to successfully hire Mr.

Tholen and in the best interests of the Company.

Tholen also serves as the President of Alliance Minerals, LLC.

The Tholen Employment Letter provided, among other things, that if Mr.

Tholen's employment was involuntarily terminated on or before December 31, 2022, other than for Good Cause (as defined in the Tholen Employment Letter), Mr.

Tholen would have received a severance payment in an amount equal to (a) two times Mr.

Tholen's then-effective annual base salary plus (b) two times the then-effective standard payout for Mr.

Tholen under the short-term incentive plan ("STIP"), which amount would have been paid at the time of Mr.

Tholen's termination of employment.

The foregoing description of the Tholen Employment Letter does not purport to be complete and is qualified in its entirety by reference to the full and complete text of the Tholen Employment Letter, which is filed as an exhibit to this filing.

The potential severance benefits provided by the Tholen Employment Letter are expired, but they were applicable during the 2022 year to which this section of the disclosure relates.

Role of the Compensation Committee

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While the Compensation Committee is empowered to delegate all or a portion of its duties to a subcommittee, it has not done so.

The Compensation Committee comprises all of our directors who have been determined to be "independent"

by the Board of Directors in accordance with applicable NASDAQ Stock Market, LLC and SEC regulations, presently Messrs.

The Compensation Committee comprises all of our directors who have been determined to be "independent" by the Board of Directors in accordance with applicable NASDAQ Stock Market, LLC and SEC regulations, presently Messrs.

Robinson, Carter, Druten and Torrence.

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The Compensation Committee believes that it is important to review and compare our performance with that of peer companies in the coal industry and reviews the composition of the peer group annually.

The peer group for 2022 included Alpha Metallurgical Resources, Inc., Arch Resources, Inc., Consol Energy, Inc., Natural Resource Partners L.P., Peabody Energy Corporation, and Warrior Met Coal, Inc.

The peer group for 2023 (which was the same peer group applicable to the 2022 calendar year) included Alpha Metallurgical Resources, Inc., Arch Resources, Inc., Consol Energy, Inc., Natural Resource Partners L.P., Peabody Energy Corporation, and Warrior Met Coal, Inc.

In assessing the competitiveness of our executive compensation program for 2023, the Compensation Committee, with the assistance of the Chairman, President and CEO, collected and analyzed peer group proxy information and developed a comparative analysis of base salaries, short-term incentives, total cash compensation, long-term incentives and total compensation.

The Compensation Committee uses the peer group data as a

point of reference for comparative purposes, but it is not the determinative factor for the compensation of our Named Executive Officers.

The Compensation Committee uses the peer group data as a point of reference for comparative purposes, but it is not the determinative factor for the compensation of our Named Executive Officers.

The Compensation Committee exercises discretion in determining the nature and extent of the use of comparative pay data.

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Craft are directly aligned with those of our unitholders.

Craft has not received an increase in base salary since 2002, has not received a bonus under our STIP since 2005 and did not receive any grants of Long-Term Incentive Plan ("LTIP") awards from 2005 through 2015.

On January 22, 2016, the Compensation Committee approved an LTIP award for Mr.

Craft has not received an increase in base salary since 2002, has not received a bonus under our STIP since 2005 and did not receive any grants of LTIP awards from 2005 through 2015.

On January 22,

2016, the Compensation Committee approved an LTIP award for Mr.

Craft that vested on January 1, 2019.

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● annual cash incentive bonus awards under the STIP;

● awards of restricted units under the LTIP.

● awards of restricted units under the LTIP, including DERs.

The relative amount of each component is not based on any formula, but rather is based on the recommendation of the Chairman, President and CEO, subject to the discretion of the Compensation Committee to make any modifications it deems appropriate.

Each of our Named Executive Officers (including Mr.

Craft) also receives supplemental retirement benefits through the Supplemental Executive Retirement Plan ("SERP").

In addition, all executive officers are entitled to customary benefits available to our employees generally, including group medical, dental, and life insurance and participation in our profit sharing and savings plan ("PSSP").

All executive officers, including the Named Executive Officers, are entitled to customary benefits available to our employees generally, including group medical, dental, and life insurance and participation in our PSSP.

Our PSSP is a defined contribution plan and includes an employer matching contribution of 75% on the first 3% of eligible compensation contributed by the employee, an employer non-matching contribution of 0.75% of eligible compensation, and an employer supplemental contribution of 5% of eligible compensation.

The PSSP provides an additional means of attracting and retaining qualified employees by providing tax-advantaged opportunities for employees to save for retirement.

Each of our Named Executive Officers (including Mr.

Craft) also received supplemental retirement benefits through the SERP in 2023, which are described in more detail below.

When reviewing base salaries, the Compensation Committee's policy is to consider the individual's experience, tenure and performance, the individual's level of responsibility, the position's complexity and its importance to us in relation to other executive positions, our financial performance, and competitive pay practices.

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Base salaries are reviewed annually to ensure continuing consistency with market levels, and adjustments to base salaries are made as needed to reflect movement in the competitive market as well as individual performance.

None of our Named Executive Officers received an increase in salary during the 2023 year.

Annual Cash Incentive Bonus Awards

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Our STIP Guidelines provide that achieving the minimum threshold is the minimum acceptable result for a performance pay-out to occur under the STIP, although the Compensation Committee may determine satisfactory results and adjust the size of the pay-out pool in its sole discretion.

In 2022, the Compensation Committee approved a minimum financial performance target of $630.0 million in EBITDA from current operations, normalized by excluding any charges for unit-based and directors' compensation.

In 2023, the Compensation Committee approved a minimum financial performance target of $756.2 million in EBITDA from current

operations, normalized by excluding any charges for unit-based and directors' compensation.

For 2023, we exceeded the minimum performance target.

Individual awards to our Named Executive Officers each year are determined by and in the discretion of the Compensation Committee.

Individual awards to our Named Executive Officers each year are determined by the Compensation Committee.

However, the Compensation Committee does not establish individual target payout amounts for the Named Executive Officers' STIP awards.

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Termination of employment of an executive officer for any reason prior to payment of a cash award will result in forfeiture of any right to the award, unless and to the extent waived by the Compensation Committee in its discretion.

The performance measure for the STIP in 2023 will be EBITDA for current operations, excluding charges for unit-based and directors' compensation.

The performance measure for the STIP in 2024 will be based on adjusted EBITDA for current operations, excluding charges for unit-based and directors' compensation.

As discussed above, the Compensation Committee may, in its discretion, make equitable adjustments to the performance criteria under the STIP and adjust the amount of the aggregate pay-out.

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Even though Mr.

Craft was not granted an award under the LTIP from 2005 through 2021 with the exception of one grant in 2016, the Compensation Committee believes Mr.

Craft has not been granted an award under the LTIP since 2005, with the exception of one grant in 2016, the Compensation Committee believes Mr.

Craft's interests are directly aligned with the interests of our unitholders as a result of his ownership positions.

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Restricted Units.

Restricted units granted under the LTIP are "phantom"

or notional units that upon vesting entitle the participant to receive an ARLP common unit.

Restricted units granted under the LTIP are "phantom" or notional units that upon vesting entitle the participant to receive an ARLP common unit.

Restricted units granted under the LTIP vest at the end of a stated period from the grant date, provided we achieve an aggregate performance target for that period.

However, if a grantee's

employment is terminated for any reason prior to the vesting of any restricted units, those restricted units will be automatically forfeited, unless the Compensation Committee, in its sole discretion, determines otherwise.

The number of units actually distributed upon satisfaction of the applicable vesting requirements is reduced to cover the income tax withholding requirement for each individual participant based on the fair market value of the common units as of the date of distribution.

At the Compensation Committee's discretion, grants of restricted units under the LTIP may include the contingent right to receive quarterly distributions in an amount equal to the cash distributions we make to unitholders during the vesting period ("DERs").

However, if a grantee's employment is terminated for any reason prior to the vesting of any restricted units, those restricted units will be automatically forfeited, unless the Compensation Committee, in its sole discretion, determines otherwise.

The number of units distributed upon satisfaction of the applicable vesting requirements is reduced to cover the income tax withholding requirement for each individual participant based on the fair market value of the common units as of the date of distribution.

DERs are payable, in the discretion of the Compensation Committee, either in cash or in the form of additional Restricted Units credited to a book-keeping account subject to the same vesting restrictions as the tandem award.

The performance target applicable to restricted unit awards under the LTIP is based on a normalized EBITDA measure, with that measure typically being similar to the STIP measure for the year of the grant.

The target, however, requires achieving an aggregate performance level for the vesting period.

The performance target applicable to restricted unit awards under the LTIP is based on a normalized EBITDA measure and requires achieving an aggregate performance level for the vesting period.

We typically issue grants under the LTIP at the beginning of each year, with the exceptions of new employees who begin employment with us at some other time and job promotions that may occur at some other time.

The compensation expense associated with LTIP grants is recognized over the vesting period in accordance with FASB Accounting Standards Codification ("ASC") 718, Compensation — Stock Compensation .

The compensation expense associated with LTIP grants is recognized over the vesting period in accordance with FASB ASC 718, Compensation — Stock Compensation .

Our general partner's policy is to grant restricted units pursuant to the LTIP to serve as a means of incentive compensation for performance.

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Effect of a Change in Control .

Upon a "change in control"

as defined in the LTIP, all awards outstanding under the LTIP will automatically vest and become payable or exercisable, as the case may be, in full.

Please see "Item 11.

Executive Compensation— Potential Payments Upon a Termination or Change of Control ."

Upon a "change in control" as defined in the LTIP, all awards outstanding under the LTIP will automatically vest and become payable or exercisable, as the case may be, in full.

Please see "Item 11.

Executive Compensation— Potential Payments Upon a Termination or Change of Control ."

Amendments and Termination .

The Board of Directors or the Compensation Committee may, in its discretion, terminate the LTIP at any time with respect to any common units for which a grant has not previously been made.

Except as required by the rules of the exchange on which the common units may be listed at that time, the Board of Directors or

the Compensation Committee may alter or amend the LTIP in any manner from time to time;

Except as required by the rules of the exchange on which the common units may be listed at that time, the Board of Directors or the Compensation Committee may alter or amend the LTIP in any manner from time to time;

provided, however, that no change in any outstanding grant may be made that would materially impair the rights of the participant without the consent of the affected participant.

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Supplemental Executive Retirement Plan

We maintain the SERP to help attract and motivate key employees, including our Named Executive Officers.

The SERP is sponsored by Alliance Coal.

Participation in the SERP aligns the interest of each Named Executive Officer with the interests of our unitholders because all allocations made to participants under the SERP are made in the form of notional common units of ARLP, defined in the SERP as "phantom units."

The Compensation Committee approves the SERP participants and their percentage allocations, and can amend or terminate the SERP at any time.

Participation in the SERP aligns the interest of each participant with the interests of our unitholders because all allocations made to participants under the SERP are made in the form of notional common units of ARLP, defined in the SERP as "phantom units." The Compensation Committee approves the SERP

participants and their percentage allocations, and could amend or terminate the SERP at any time.

All of our Named Executive Officers currently participate in the SERP.

Under the terms of the SERP, a participant is entitled to receive on December 31 of each year an allocation of phantom units having a fair market value equal to his or her percentage allocation multiplied by the sum of the participant's base salary and cash bonus received that year, then reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year.

On December 14, 2023 the Compensation Committee approved termination of the SERP, and authorized distribution of accounts to participants on December 15, 2024 or as soon thereafter as practical.

Account settlements must be delayed at least one year according to termination rules governing the SERP.

The accounts will continue to accrue benefits in accordance with plan terms until distributed.

Under the terms of the SERP, a participant was entitled to receive on December 31 of each year an allocation of phantom units having a fair market value equal to his or her percentage allocation multiplied by the sum of the participant's base salary and cash bonus received that year, then reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year.

A participant's cumulative notional phantom unit account balance earns the equivalent of common unit distributions, which are added to the notional account balance in the form of additional phantom units.

All amounts granted under the SERP vest immediately and are paid out upon the participant's termination from employment in ARLP common units equal to the number of phantom units then credited to the participant's account, less the number of units required to satisfy our tax withholding obligations.

All amounts granted under the SERP vest immediately and would be paid out upon the participant's termination from employment in ARLP common units equal to the number of phantom units then credited to the participant's account, less the number of units required to satisfy our tax withholding obligations.

A participant in the SERP is not entitled to an allocation for the year in which his termination from employment occurs, except as described below.

A participant in the SERP, including any of our Named Executive Officers, is entitled to receive an allocation under the SERP for the year in which his employment is terminated only if such termination results from one of the following events:

(1) the participant's employment is terminated other than for "cause";

(2) the participant terminates employment for "good reason";

A participant in the SERP is entitled to receive an allocation under the SERP for the year in which his employment is terminated only if such termination results from one of the following events:

(1) the participant's employment is terminated other than for "cause";

(2) the participant terminates employment for "good reason";

(3) a change of control of us or our general partner occurs and, as a result, the participant's employment is terminated (whether voluntary or involuntary);

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(6) the participant incurs a total and permanent disability, which shall be deemed to occur if the participant is eligible to receive benefits under the terms of the long-term disability program we maintain.

This allocation for the year in which a participant's termination occurs shall equal the participant's eligible compensation for such year (including any severance amount, if applicable) multiplied by his percentage allocation under the SERP, reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year.

This allocation for the year in which a participant's termination occurred shall equal the participant's eligible compensation for such year (including any severance amount, if applicable) multiplied by his percentage allocation under the SERP, reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year.

Other Compensation-Related Matters

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Tax Deductibility of Compensation

The deduction limitations imposed under Section 162(m) of the Internal Revenue Code do not apply to compensation paid to our Named Executive Officers because we are a limited partnership and not a "corporation"

within the meaning of Section 162(m).

Perquisites and Personal Benefits

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These perquisites and personal benefits typically include amounts for items such as tax preparation fees and annual physical medical exams, and are reviewed annually by the Compensation Committee.

Clawback Policy

We maintain the Alliance Resource Partners, L.P.

Incentive-Based Compensation Recoupment Policy (the "Clawback Policy"), which is administered by the Compensation Committee.

The Clawback Policy authorizes the Compensation Committee to recoup incentive compensation in the event of a restatement of financial statements.

A copy of the Clawback Policy is filed as Exhibit 97.1 to this Annual Report on Form 10-K.

Compensation Committee Report

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Chief Financial Officer

Former Senior Vice President and

Chief Financial Officer

Eberley Davis

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Chief Operating Officer

Cantrell retired from his position as Senior Vice President and CFO on March 31, 2023.

Marshall was appointed Senior Vice President and CFO effective April 1, 2023.

(2) Amounts represent the salary earned by each Named Executive Officer for the respective year.

The amounts for Mr.

Cantrell include $23,385 paid in 2023 for unused vacation upon his retirement on March 31, 2023.

(3) The amount for Mr.

Marshall represents the second payment of the 2020 service-based vesting LTIP awards which was paid in cash in February 2023.

The amounts for Messrs.

Cantrell, Davis and Wynne represent the first payment of the 2020 service-based vesting LTIP awards which were paid in cash in February 2022 and cash bonuses paid in December 2020.

Cantrell, Davis and Wynne represent the first and second payments of the 2020 service-based vesting LTIP awards which were paid in cash in February 2022 and February 2023, respectively, as well as a cash bonus paid in 2023 to Mr.

The amounts for Mr.

Tholen represent the first payment of his 2020 service-based vesting LTIP awards which was paid in cash in February 2022 and the last two installments of his signing bonus paid in 2021 and 2020.

(2) Restricted units granted in February 2020 were determined to be improbable of vesting and amended during the fourth quarter of 2020 for all LTIP participants other than Mr.

Tholen, including Messrs.

Cantrell, Davis and Wynne.

The amendments modified the performance vesting requirement and granted additional restricted units.

The modified performance vesting requirement makes it probable the awards will vest.

As a result, the amounts for 2020 for Messrs.

Cantrell, Davis, and Wynne include $409,822, $521,981 and $603,944, respectively, representing the grant date fair value of the restricted units when originally granted in February 2020, and $213,857, $272,385 and $315,156, respectively, representing the fair value of the same restricted units at the date of modification in December 2020.

The fair value of the modified awards was calculated by taking the fair value of the modified awards at the date of modification minus the fair value of the original awards immediately prior to modification.

Since the original awards granted in February 2020 were determined to be improbable of vesting, the fair value of the original awards immediately prior to modification was zero.

The 2020 amounts also include the grant date fair value of the additional restricted units granted in December 2020.

The grants include a minimum value guarantee.

Tholen, the 2020 amount represents the grant date fair value of the restricted units when originally granted in February 2020.

The restricted units granted to Mr.

Tholen in February 2020 were canceled in December 2020 and replaced with a cash service award that was paid one-half in February 2022 and one-half in February 2023.

Craft did not receive any grants under the LTIP during 2020.

(3) Other than the restricted units which were modified in December 2020 and discussed in footnote (2) above, the Unit Awards represent the aggregate grant date fair value of restricted units granted pursuant to FASB ASC 718, using the same assumptions as used for financial reporting purposes and which are more fully described in "Item 8.

Financial Statements and Supplementary Data—Note 18 – Common Unit-Based Compensation Plans,"

to each Named Executive Officer under the LTIP in the respective year.

The restricted units that were granted in 2018 were settled in cash at $4.99 per unit in December 2020.

The cash settlement is included in "All Other Compensation"

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Program Components— Equity Awards under the LTIP "

for a description of the terms of the awards.

Tholen represent the payments of his 2019 and 2020 service-based vesting LTIP awards which were paid in cash in February 2022 and 2023, respectively, and the last installment of his signing bonus paid in 2021.

(4) The Unit Awards represent the aggregate grant date fair value of restricted units granted pursuant to FASB ASC 718, using the same assumptions as used for financial reporting purposes and which are more fully described in "Item 8.

Financial Statements and Supplementary Data—Note 16 – Common Unit-Based Compensation Plans," to each Named Executive Officer under the LTIP in the respective year.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Program Components— Equity Awards under the LTIP " for a description of the terms of the awards.

(5) Amounts represent the STIP bonus earned for the respective year.

STIP payments typically are made in the first quarter of the year following the year in which they are earned, however the STIP payment to Mr.

Tholen in 2020 was made in December 2020.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Program Components— Annual Cash Incentive Bonus Awards ."

STIP payments typically are made in the first quarter of the year following the year in which they are earned.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Program Components— Annual Cash Incentive Bonus Awards ."

(6) For all Named Executive Officers, the amounts represent the sum of the (a) SERP phantom unit contributions valued at the market closing price of our common units on the date the phantom unit was granted, (b) profit sharing savings plan employer contribution and (c) perquisites in excess of $10,000.

In addition, the amounts for 2020 include cash settlement in December 2020 of restricted units that were granted under the LTIP in 2018.

A reconciliation of the 2023 amounts is as follows:

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Contribution ($)

Perquisites (a)

Eberley Davis

Marshall, perquisites and other personal benefits totaling $15,275 comprise tax preparation fees of $13,625 and other perquisites of $1,650.

Wynne, perquisites and other personal benefits comprise tax preparation fees of $11,850.

Grants of Plan-Based Awards Table

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February 15, 2023

February 14, 2023

August 14, 2023

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January 27, 2023

January 23, 2023

February 7, 2024

February 14, 2023

Eberley Davis

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January 27, 2023

January 23, 2023

February 7, 2024

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February 15, 2023

February 14, 2023

August 14, 2023

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January 27, 2023

January 23, 2023

February 7, 2024

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February 15, 2023

February 14, 2023

August 14, 2023

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January 27, 2023

January 23, 2023

February 7, 2024

(1) In accordance with the provisions of the SERP, a participant's cumulative notional phantom unit account balance earns the equivalent of common unit distributions when we pay a distribution to our common unitholders, which is added to the account balance in the form of phantom units.

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The STIP does not specify any threshold or maximum payout amounts.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Annual Cash Incentive Bonus Awards "

for additional information regarding the STIP awards.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Annual Cash Incentive Bonus Awards " for additional information regarding the STIP awards.

(4) These amounts represent awards pursuant to our STIP.

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The discretionary payout allocations to all participating employees is determined after the year is completed.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Annual Cash Incentive Bonus Awards "

for additional information regarding the STIP awards.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Annual Cash Incentive Bonus Awards " for additional information regarding the STIP awards.

(5) Grants of restricted units under our LTIP are generally not subject to minimum thresholds, targets or maximum payout conditions.

However, the vesting of these grants is subject to the satisfaction of certain performance criteria.

grants include a minimum value guarantee.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."

The grants include a minimum value guarantee.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."

(6) These awards are grants of restricted units pursuant to our LTIP.

The grants include a minimum value guarantee.

Cantrell did not receive an LTIP award in 2022 as his announced retirement on March 31, 2023 is prior to the vesting of these grants.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."

Cantrell did not receive an LTIP award in 2023 as his retirement in March 2023 was prior to the vesting of these grants.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."

(7) These awards are phantom units added to each Named Executive Officer's SERP notional account balance.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ."

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ."

(8) We calculated the fair value of LTIP awards granted on February 15, 2023 to our Named Executive Officers using a value of $21.54 per unit, the closing unit price on the grant date.

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The Compensation Committee maintains discretion to grant cash bonus awards outside of the STIP to address special situations.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Annual Cash Incentive Bonus Awards ."

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Annual Cash Incentive Bonus Awards ."

Long-Term Incentive Plan

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Annual grant levels for designated participants (including our Named Executive Officers) are recommended by our general partner's Chairman, President and CEO, subject to the review and approval of the Compensation Committee.

Restricted units granted under the LTIP are "phantom"

or notional units that upon vesting entitle the participant to receive an ARLP unit.

Restricted units granted under the LTIP are "phantom" or notional units that upon vesting entitle the participant to receive an ARLP unit.

Restricted units granted under the LTIP vest at the end of a stated period from the grant date (which is currently approximately three years for all outstanding restricted units), provided we achieve an aggregate performance target for that period.

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The grants include a minimum value guarantee.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."

During the fourth quarter of 2020, it was determined the vesting performance requirement with respect to the restricted units granted under the LTIP on January 22, 2020 (the "2020 Grants") was not probable of being satisfied, and previously recognized expense for the 2020 Grants was reversed.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."

During the fourth quarter of 2020, it was determined the vesting performance requirement with respect to the 2020 Grants was not probable of being satisfied, and previously recognized expense for the 2020 Grants was reversed.

In December 2020, the 2020 Grant to Mr.

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In addition, in 2020 the Compensation Committee approved new 2020 service-based vesting LTIP awards.

These awards are denominated in cash were paid 75% in February 2022 and 25% in February 2023 for all participants other than

These awards are denominated in cash were paid 75% in February 2022 and 25% in February 2023 for all participants other than Mr.

Tholen was granted a service-based vesting award denominated in cash and was paid one-half in February 2022 and one-half in February 2023.

As with the bonus awards above, these 2020 LTIP actions were taken by the Compensation Committee in recognition of the difficulty of managing our business through the unprecedented impacts of the COVID-19 pandemic and based on its determination that such actions were prudent and necessary to help retain and motivate our management team.

These 2020 LTIP actions were taken by the Compensation Committee in recognition of the difficulty of managing our business through the unprecedented impacts of the COVID-19 pandemic and based on its determination that such actions were prudent and necessary to help retain and motivate our management team.

They are described herein to provide details regarding the LTIP awards that are included below within the table titled "Units Vested Table for 2023."

Supplemental Executive Retirement Plan

Under the terms of the SERP, participants are entitled to receive on December 31 of each year an allocation of phantom units having a fair market value equal to his or her percentage allocation multiplied by the sum of base salary and cash bonus received that year, then reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year.

Under the terms of the SERP, participants were entitled to receive on December 31 of each year an allocation of phantom units having a fair market value equal to his or her percentage allocation multiplied by the sum of base salary and cash bonus received that year, then reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year.

A participant's cumulative notional phantom unit account balance earns the equivalent of common unit distributions.

The calculated distributions are added to the notional account balance in the form of additional phantom units.

All amounts granted under the SERP vest immediately and are paid out upon the participant's termination or death in ARLP common units equal to the number of phantom units then credited to the participant's account, subject to reduction of the number of units distributed to cover withholding obligations.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ."

All amounts granted under the SERP vest immediately and would be paid out upon the participant's termination or death in ARLP common units equal to the number of phantom units then credited to the participant's account, subject to reduction of the number of units distributed to cover withholding obligations.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ."

Salary and Bonus in Proportion to Total Compensation

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(1) Percentages were calculated using the base salary and bonus of the Named Executive Officers.

The bonus we provided in 2022 to our Named Executive Officers was the first payment of the 2020 service-based vesting LTIP awards which were paid in cash in February 2022.

See above for more discussion of the 2020 service-based vesting LTIP awards.

The bonus we provided in 2023 to our Named Executive Officers was the second payment of the 2020 service-based vesting LTIP awards which were paid in cash in February 2023 and a separate cash bonus to Mr.

Outstanding Equity Awards at 2023 Fiscal Year End Table

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Eberley Davis

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."

All grants of restricted units under the LTIP include the contingent right to receive quarterly cash distributions in an amount equal to the cash distributions we make to unitholders during the vesting period.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ." All grants of restricted units under the LTIP include the contingent right to receive quarterly cash distributions in an amount equal to the cash distributions we make to unitholders during the vesting period.

(2) Stated values are based on $21.18 per unit, the closing price of our common units on December 29, 2023, the final market trading day of 2023.

Units Vested for 2022

Our Named Executive Officers did not have any restricted units granted under the LTIP that vested during 2022.

For more information on the LTIP, please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."

Units Vested Table for 2023

Number of Units

Acquired on Vesting

Value Realized on

Vesting ($)(1)

Eberley Davis

(1) Amounts represent the number and value of restricted units granted under the LTIP that vested in 2023.

All of these units vested on January 1, 2023 and are valued at $20.32 per unit, the closing price on December 30, 2022, the final market trading day of 2022.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."

Nonqualified Deferred Compensation Table for 2023

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(2) Amounts represent awards of phantom units contributed to each Named Executive Officer's SERP notional account balance.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ."

These amounts have also been included within the "All Other Compensation"

column of the Summary Compensation Table for the 2022 year.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ." These amounts have also been included within the "All Other Compensation" column of the Summary Compensation Table for the 2023 year.

(3) Amounts represent earnings accrued during 2023 on each Named Executive Officer's SERP notional account balance for additional phantom units as a result of quarterly distributions on our common units and changes in the market value of the notional account balance.

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Earnings were not above-market or preferential.

(4) Amount represents a payout of Mr.

Cantrell's SERP notional account balance upon his retirement in March 2023 and was valued $20.27 per unit, representing the closing price of our common units on March 30, 2023.

(5) Amounts represent the Named Executive Officer's cumulative notional account balance of phantom units valued at $21.18, the closing price of our common units on December 29, 2023, the final market-trading day of 2023.

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Craft, $670,927;

Cantrell, $420,996;

Marshall, $253,302;

Davis, $745,813;

Wynne, $673,959.

These amounts contributed since inception, other than the amounts contributed in the last fiscal year, were previously reported as compensation in the Summary Compensation Table in previous years.

These amounts contributed since inception, other than the amounts contributed in the last fiscal year, were previously reported as compensation in the Summary Compensation Table in previous years if the Named Executive Officer was included in those years.

On December 14, 2023 the Compensation Committee approved termination of the SERP, and authorized distribution of accounts to participants on December 15, 2024 or as soon thereafter as practical.

As a result, all SERP accounts are expected to be settled prior to the end of the 2024 year.

The accounts will continue to accrue benefits in accordance with plan terms until distributed.

Narrative Discussion Relating to the Nonqualified Deferred Compensation Table for 2023

Supplemental Executive Retirement Plan

Under the terms of the SERP, participants are entitled to receive on December 31 of each year an allocation of phantom units having a fair market value equal to their percentage allocation multiplied by the sum of base salary and cash bonus received that year, then reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year.

Under the terms of the SERP, participants were entitled to receive on December 31 of each year an allocation of phantom units having a fair market value equal to their percentage allocation multiplied by the sum of base salary and cash bonus received that year, then reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year.

A participant's cumulative notional phantom unit account balance earns the equivalent of common unit distributions.

The calculated distributions are added to the notional account balance in the form of additional phantom units.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ."

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ."

Potential Payments Upon a Termination or Change of Control

Each of our Named Executive Officers is eligible to receive accelerated vesting and payment under the LTIP and the SERP upon certain terminations of employment or upon our change in control.

Upon a "change of control,"

as defined in the LTIP, all awards outstanding under the LTIP will automatically vest and become payable or exercisable, as the case may be, in full.

In this regard, all restricted periods shall terminate and all performance criteria, if any, shall be deemed to

have been achieved at the maximum level.

The LTIP defines a "change in control"

as one of the following events:

Each of our Named Executive Officers (other than Mr.

Cantrell, described below) is eligible to receive accelerated vesting and payment under the LTIP and the SERP upon certain terminations of employment or upon our change in control.

Upon a "change of control," as defined in the LTIP, all awards outstanding under the LTIP will automatically vest and become payable or exercisable, as the case may be, in full.

In this regard, all restricted periods shall terminate and all performance criteria, if any, shall be deemed to have been achieved at the maximum level.

The LTIP defines a "change in control" as one of the following events:

(1) any sale, lease, exchange or other transfer of all or substantially all of our assets or Alliance Coal's assets to any person other than a person who is our affiliate;

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or (3) a person or group being or becoming the beneficial owner of more than 50% of all voting interests of Alliance Coal then outstanding.

The amounts each of our Named Executive Officers could receive under the SERP have been previously disclosed in "Item 11.

Nonqualified Deferred Compensation Table for 2022"

and the amounts each of the Named Executive Officers could receive under the LTIP have been previously disclosed in "Item 11.

Outstanding Equity Awards at 2022 Fiscal Year End Table", in each case assuming the triggering event occurred on December 31, 2022.

The amounts each of our Named Executive Officers could receive under the SERP have been previously disclosed in "Item 11.

Nonqualified Deferred Compensation Table for 2023" and the amounts each of the Named Executive Officers could receive under the LTIP have been previously disclosed in "Item 11.

Outstanding Equity Awards at 2023 Fiscal Year End Table", in each case assuming the triggering event occurred on December 31, 2023.

In addition, if a Named Executive Officer's employment were terminated as a result of one of certain enumerated events in the SERP, the Named Executive Officer would receive an amount based on an allocation for the year of termination.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan "

for additional information regarding the enumerated events and allocation determination.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan " for additional information regarding the enumerated events and allocation determination.

The exact amount that any Named Executive Officer would receive could only be determined with certainty upon an actual termination or change in control.

The Tholen Employment Letter provided that if Mr.

Tholen's employment was involuntarily terminated on or before December 31, 2022, other than for Good Cause (as defined in the Tholen Employment Letter), Mr.

Tholen would have received a severance payment in an amount equal to two times Mr.

Tholen's then-effective annual base salary plus his target STIP award, which as of December 31, 2022 would have equaled $2,000,000.

However, as noted above, Mr.

Tholen was only eligible to receive this potential severance payment through the end of the 2022 year.

As of the date of these disclosures, none of our Named Executive Officers are eligible for severance or change in control benefits outside of their SERP payments and potential equity award acceleration described above.

None of our Named Executive Officers are eligible for severance or change in control benefits outside of their SERP payments and potential equity award acceleration described above.

In connection with Mr.

Cantrell's retirement in 2023, he received a settlement of his SERP account valued at $999,939 and a $750,000 cash bonus.

Director Compensation

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(1) Columns are not applicable to 2023 director compensation.

(2) Amounts represent the grant date fair value of equity awards in 2022 related to deferrals of distributions earned on deferred units (computed pursuant to FASB ASC 718, using the same assumptions as used for financial reporting purposes and which are more fully described in "Item 8.

Financial Statements and Supplementary Data—Note 18 – Common Unit-Based Compensation Plans ").

(2) Amounts represent the grant date fair value of equity awards in 2023 related to deferrals of distributions earned on deferred units (computed pursuant to FASB ASC 718, using the same assumptions as used for financial reporting purposes and which are more fully described in "Item 8.

Financial Statements and Supplementary Data—Note 16 – Common Unit-Based Compensation Plans ").

Please see Narrative to Director Compensation Table , below.

(3) At December 31, 2022, each director had the following number of "phantom"

ARLP common units credited to his notional account under MGP's Amended and Restated Deferred Compensation Plan for Directors ("Directors' Deferred Compensation Plan"):

(3) At December 31, 2023, each director had the following number of "phantom" ARLP common units credited to his notional account under the Directors' Deferred Compensation Plan:

Plan (in Units)

(4) These amounts represent a discretionary payment to the directors as a result of 2022 performance.

Narrative to Director Compensation Table

Compensation for our non-employee directors includes an annual cash retainer paid quarterly in advance on a pro rata basis.

The annual retainer increased in April 2022 to $185,000 from $166,000.

The annual retainer for 2023 was $185,000.

In addition to the retainer, Mr.

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Druten also were entitled to additional annual cash compensation of $10,000 each for service as Chairman of the Compensation Committee and the Conflicts Committee, respectively.

Directors have the option to defer all or part of their cash compensation pursuant to the Directors' Deferred Compensation Plan by completing an election form prior to the beginning of each calendar year.

Prior to 2024, Directors had the option to defer all or part of their cash compensation pursuant to the Directors' Deferred Compensation Plan by completing an election form prior to the beginning of each calendar year.

No director elected to defer cash compensation in 2023.

Pursuant to the Directors' Deferred Compensation Plan, a notional account is established for deferred amounts of cash compensation and credited with notional common units of ARLP, described in the plan as "phantom"

The number of phantom units credited is determined by dividing the amount deferred by the average closing unit price for the ten trading days immediately preceding the deferral date.

When quarterly cash distributions are made with respect to ARLP common units, an amount equal to such quarterly distribution is credited to the notional account as additional phantom units.

On December 14, 2023 the Board of Directors approved termination of the Directors' Deferred Compensation Plan, and authorized distribution of accounts on December 15, 2024 or as soon

thereafter as practical.

Termination rules regarding deferred compensation plans required termination of this plan in connection with termination of the SERP.

Pursuant to the Directors' Deferred Compensation Plan, a notional account was established for deferred amounts of cash compensation and credited with notional common units of ARLP, described in the plan as "phantom" units.

The number of phantom units credited was determined by dividing the amount deferred by the average closing unit price for the ten trading days immediately preceding the deferral date.

When quarterly cash distributions were made with respect to ARLP common units, an amount equal to such quarterly distribution was credited to the notional account as additional phantom units.

Payment of accounts under the Directors' Deferred Compensation Plan will be made in ARLP common units equal to the number of phantom units then credited to the director's account.

Directors may elect to receive payment of the account resulting from deferrals during a plan year either (a) on the January 1 on or next following their separation from service as a director or (b) on the earlier of a specified January 1 or the January 1 on or next following their separation from service.

The payment election must be made prior to each plan year;

if no election is made, the account will be paid on the January 1 on or next following the director's separation from service.

The Directors' Deferred Compensation Plan is administered by the Compensation Committee, and the Board of Directors may change or terminate the plan at any time;

provided, however, that accrued benefits under the plan cannot be impaired.

Directors could elect to receive payment of the account resulting from deferrals during a plan year either (a) on the January 1 on or next following their separation from service as a director or (b) on the earlier of a specified January 1 or the January 1 on or next following their separation from service.

The payment election was required prior to each plan year;

if no election was made, the account would be paid on the January 1 on or next following the director's separation from service.

The Directors' Deferred Compensation Plan was administered by the Compensation Committee, and the Board of Directors reserved the right to change or terminate the plan at any time, provided that accrued benefits under the plan were not impaired.

Upon any recapitalization, reorganization, reclassification, split of common units, distribution or dividend of securities on ARLP common units, our consolidation or merger, or sale of all or substantially all of our assets or other similar transaction that is effected in such a way that holders of common units are entitled to receive (either directly or upon subsequent liquidation) cash, securities or assets with respect to or in exchange for ARLP common units, the Compensation Committee shall, in its sole discretion (and upon the advice of financial advisors as may be retained by the Compensation Committee), immediately adjust the notional balance of phantom units in each director's account under the Directors' Deferred Compensation Plan to equitably credit the fair value of the change in the ARLP common units and/or the distributions (of cash, securities or other assets) received or economic enhancement realized by the holders of the ARLP common units.

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● We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023.

● We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis.

● We identified our median employee for 2023 by consistently applying this compensation measure to all of our employees included in our analysis.

Since the vast majority of our employees, including our CEO, are located in the United States, we did not make any cost of living adjustments in identifying the median employee.

● After we identified our median employee, we combined all of the elements of such employee's compensation for the 2022 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $86,003, comprised of such employee's W-2 compensation of $82,956 and contributions in the amount of $3,047 that we made on the employee's behalf to our 401(k) plan for the 2022 year.

● With respect to the annual total compensation of our CEO, we used the amount reported in the "Total"

column of our 2022 Summary Compensation Table.

● After we identified our median employee, we combined all of the elements of such employee's compensation for the 2023 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in

annual total compensation of $109,758, comprised of such employee's W-2 compensation of $103,299 and contributions in the amount of $6,459 that we made on the employee's behalf to our 401(k) plan for the 2023 year.

● With respect to the annual total compensation of our CEO, we used the amount reported in the "Total" column of our 2023 Summary Compensation Table.

Compensation Committee Interlocks and Insider Participation

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS

The following table sets forth certain information as of February 8, 2023, regarding the beneficial ownership of common units held by (a) each director of our general partner, (b) each executive officer of our general partner identified in the Summary Compensation Table included in "Item 11.

Executive Compensation"

above, (c) all directors and executive officers as a group, and (d) each person known by our general partner to be the beneficial owner of 5% or more of our common units.

The following table sets forth certain information as of February 8, 2024, regarding the beneficial ownership of common units held by (a) each director of our general partner, (b) each executive officer of our general partner identified in the Summary Compensation Table included in "Item 11.

Executive Compensation" above, (c) all directors and executive officers as a group, and (d) each person known by our general partner to be the beneficial owner of 5% or more of our common units.

The address of our general partner and, unless otherwise indicated in the footnotes to the table below, each of the directors, executive officers and 5% unitholders reflected in the table below is 1717 South Boulder Avenue, Suite 400, Tulsa, Oklahoma 74119.

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5% Common Unit Holder

Kathleen Mowry

Less than one percent.

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(2) The common units attributable to Mr.

Marshall consist of common units held through a trust and another entity controlled by him.

(3) The common units attributable to Mr.

Wynne consist of (i) 859,940 common units held directly by him and (ii) 424,394 common units held through a trust and another entity controlled by him.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In addition to the related-party transactions discussed in "Item 8.

Financial Statements and Supplementary Data—Note 22 — Related-Party Transactions and Note 26 – Subsequent Events"

ARLP has the following additional related-party transactions:

Omnibus Agreement

We are party to an omnibus agreement with MGP and AGP, which governs potential competition among us and the other parties to this agreement.

Pursuant to the terms of the omnibus agreement, AGP and its affiliates agreed, for so long as Mr.

Craft controls MGP, not to engage in the business of mining, marketing or transporting coal in the United States, unless it first offers us the opportunity to engage in a potential activity or acquire a potential business, and the Board of Directors, with the concurrence of its Conflicts Committee, elects to cause us not to pursue such opportunity or acquisition.

In addition, AGP has the ability to purchase businesses, the majority value of which is not mining, marketing or transporting coal, provided AGP offers us the opportunity to purchase the coal assets following the acquisition.

The restriction does not apply to the assets retained and business conducted by an affiliate of AGP at the closing of our initial public offering.

Except as provided above, AGP and its affiliates are prohibited from engaging in activities wherein they compete directly with us.

Related-Party Transactions

The Board of Directors and its Conflicts Committee review our related-party transactions that involve a potential conflict of interest between MGP, which holds a non-economic general partner interest in ARLP, or any of its affiliates and ARLP or its subsidiaries or any other partner of ARLP to determine that such transactions are fair and reasonable to the ARLP.

As a result of these reviews, the Board of Directors and the Conflicts Committee approved each of the transactions described below that had such potential conflict of interest.

In addition to the related-party policies and transactions discussed in "Item 8.

Financial Statements and Supplementary Data — Note 1 — Organization and Presentation and Note 20 — Related-Party Transactions" ARLP has the following additional related-party transactions:

Expense Reimbursements

Our partnership agreement provides that MGP and its affiliates be reimbursed for all direct and indirect expenses incurred or payments made on behalf of us, including, but not limited to, director fees and expenses, management's salaries and related benefits (including incentive compensation), and accounting, budgeting, planning, treasury, public relations, land administration, environmental, permitting, payroll, benefits, disability, workers' compensation management, legal and information technology services.

MGP may determine in its sole discretion the expenses that are allocable to us.

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The executive officers of MGP are employees of and paid by Alliance Coal, and the reimbursement we pay to MGP pursuant to the partnership agreement does not include any compensation expenses associated with them.

Our subsidiary, Alliance Service, Inc.

("ASI"), has a time-sharing agreement with Mr.

Craft and Mr.

Craft's affiliate, JC Land, LLC ("JC Land"), concerning their use of aircraft owned by ASI for purposes other than our business.

In accordance with the provisions of that agreement, Mr.

Craft and JC Land paid ASI $0.09 million for the year ended December 31, 2022 for use of the aircraft.

In addition, Alliance Coal has a time-sharing agreement with JC Land concerning Alliance Coal's use of an airplane owned by JC Land.

Alliance Coal has a time-sharing agreement with JC Land concerning Alliance Coal's use of an airplane owned by JC Land.

In accordance with the provisions of that agreement, Alliance Coal paid JC Land $0.3 million for the year ended December 31, 2023 for use of the aircraft.

Effective August 1, 2013, Alliance Coal entered into an expense reimbursement agreement with JC Land regarding pilots employed by Alliance Coal to operate aircraft owned by ASI and JC Land.

Effective August 1, 2013, Alliance Coal entered into an expense reimbursement agreement with JC Land regarding pilots employed by Alliance Coal to operate aircraft owned by Alliance Service, Inc.

In accordance with the expense reimbursement agreement, JC Land reimburses Alliance Coal for a portion of the compensation expense for its pilots.

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paid by us on their behalf.

Omnibus Agreement

We are party to an omnibus agreement with MGP and AGP, which govern potential competition among us and the other parties to this agreement.

Pursuant to the terms of the omnibus agreement, AGP and its affiliates agreed, for so long as Mr.

The restriction does not apply to the assets retained and business conducted by an affiliate of AGP at the closing of our initial public offering.

Except as provided above AGP and its affiliates are prohibited from engaging in activities wherein they compete directly with us.

Director Independence

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Rule 4350(d)(2) requires us to maintain an audit committee of at least three members, each of whom must, among other requirements, be independent as defined under NASDAQ Rule 4200(a)(15) and meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act (subject to the exemptions provided in Rule 10A-3(c)).

All members of the Audit Committee—Messrs.

Torrence, Carter, Druten and Robinson—and all members of the Compensation Committee—Messrs.

Robinson, Carter, Druten and Torrence—are independent directors as defined under applicable NASDAQ and Exchange Act rules.

Please see "Item 10.

Directors, Executive Officers and Corporate Governance of the General Partner—Audit Committee"

and "Item 11.

Executive Compensation—Compensation Discussion and Analysis."

All members of the Audit and Compensation Committees—Messrs.

Torrence, Carter, Druten and Robinson—are independent directors as defined under applicable NASDAQ and Exchange Act rules.

Please see "Item 10.

Directors, Executive Officers and Corporate Governance of the General Partner—Audit Committee" and "Item 11.

Executive Compensation—Compensation Discussion and Analysis."

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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(1) Audit fees consist primarily of the audit and quarterly reviews of the consolidated financial statements, but can also be related to statutory audits of subsidiaries required by governmental or regulatory bodies, attestation services required by statute or regulation, comfort letters, consents, assistance with and review of documents filed with the SEC, work performed by tax professionals in connection with the audit and quarterly reviews, and accounting and financial reporting consultations and research work necessary to comply with GAAP.

(2) Audit-related fees include fees related to acquisition due diligence and accounting consultations.

(2) Audit-related fees consist primarily of attest services related to financial reporting that are not required by statue or regulation but can also include accounting consultations and audits in connections with acquisitions.

(3) Tax fees consist primarily of services rendered for tax compliance, tax advice, and tax planning.

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Report of Independent Registered Public Accounting Firm-Grant Thornton LLP (PCAOB ID Number 248)

Report of Independent Registered Public Accounting Firm-Ernst & Young LLP (PCAOB ID Number 42)

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Cash Flows

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Summary of Significant Accounting Policies

Long-Lived Asset Impairments

Goodwill Impairment

Property, Plant and Equipment

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Variable Interest Entities

E quity Investments

Revenue From Contracts With Customers

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Segment Information

Subsequent Events

Supplemental Oil & Gas Reserve Information (Unaudited)

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Description of the Registrant's Securities registered under Section 12 of the Securities Exchange Act of 1934.

Amendment and Restatement of Letter of Credit Facility Agreement dated October 2, 2010.

Letter of Credit Facility Agreement dated as of October 2, 2001, between Alliance Resource Partners, L.P.

and Bank of the Lakes, National Association.

First Amendment to the Letter of Credit Facility Agreement between Alliance Resource Partners, L.P.

and Bank of the Lakes, National Association.

Promissory Note Agreement dated as of October 2, 2001, between Alliance Resource Partners, L.P.

and Bank of the Lakes, N.A.

Guarantee Agreement, dated as of October 2, 2001, between Alliance Resource GP, LLC and Bank of the Lakes, N.A.

000-26823, 23666549

Contribution and Assumption Agreement, dated August 16, 1999, among Alliance Resource Holdings, Inc., Alliance Resource Management GP, LLC, Alliance Resource GP, LLC, Alliance Resource Partners, L.P., Alliance Resource Operating Partners, L.P.

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Omnibus Agreement, dated August 16, 1999, among Alliance Resource Holdings, Inc., Alliance Resource Management GP, LLC, Alliance Resource GP, LLC and Alliance Resource Partners, L.P.

Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan

Incorporated by Reference

Exhibit Description

First Amendment to the Alliance Coal, LLC 2000 Long-Term Incentive Plan

Alliance Coal, LLC Short-Term Incentive Plan

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Alliance Resource Management GP, LLC Deferred Compensation Plan for Directors

Guaranty by Alliance Resource Partners, L.P.

dated March 16, 2012

Base Contract for Purchase and Sale of Coal, dated March 16, 2012, between Seminole Electric Cooperative, Inc.

and Alliance Coal, LLC

Contract of Confirmation, effective March 16, 2012, between Seminole Electric Cooperative, Inc., Alliance Coal, LLC and Alliance Resource Partners, L.P.

Amended and Restated Charter for the Audit Committee of the Board of Directors dated February 23, 2009

Third Amended and Restated Charter for the Audit Committee of the Board of Directors

Second Amendment to the Omnibus Agreement dated May 15, 2006 by and among Alliance Resource Partners, L.P., Alliance Resource GP, LLC, Alliance Resource Management GP, LLC, Alliance Resource Holdings, Inc., Alliance Resource Holdings II, Inc., AMH-II, LLC, Alliance Holdings GP, L.P., Alliance GP, LLC and Alliance Management Holdings, LLC

Administrative Services Agreement dated May 15, 2006 among Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, Alliance Resource Holdings II, Inc., Alliance Holdings GP, L.P.

Administrative Services Agreement dated May 15, 2006 among Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, Alliance Resource Holdings II, Inc.,

Incorporated by Reference

Exhibit Description

Alliance Holdings GP, L.P.

and Alliance GP, LLC

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Second Amendment to the Alliance Coal, LLC Short-Term Incentive Plan

Incorporated by Reference

Exhibit Description

Amended and Restated Alliance Coal, LLC Supplemental Executive Retirement Plan dated as of January 1, 2011

Amended and Restated Alliance Resource Management GP, LLC Deferred Compensation Plan for Directors dated as of January 1, 2011

Amendment No.

2 to Letter of Credit Facility Agreement between Alliance Resource Partners, L.P.

and Bank of the Lakes, National Association, dated April 13, 2009

Agreement for the Supply of Coal, dated August 20, 2009 between Tennessee Valley Authority and Alliance Coal, LLC

Amended and Restated Charter for the Compensation Committee of the Board of Directors dated February 23, 2010.

Amended and Restated Charter for the Compensation Committee of the Board of Directors dated January 27, 2023.

Amended and Restated Administrative Services Agreement effective January 1, 2010, among Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, Alliance Resource Holdings II, Inc., Alliance Resource Operating Partners, L.P., Alliance Holdings GP, L.P.

and Alliance GP, LLC.

Uncommitted Line of Credit and Reimbursement Agreement dated April 9, 2010 between Alliance Resource Partners, L.P.

and Fifth Third Bank.

Purchase and Sale Agreement, dated as of December 5, 2014, among Alliance Resource Operating Partners, L.P., as buyer and Alliance Coal, LLC, Gibson County Coal, LLC, Hopkins County Coal, LLC, Mettiki Coal (WV), LLC, Mt.

Vernon Transfer Terminal, LLC, River View Coal, LLC, Sebree Mining, LLC, Tunnel Ridge, LLC and White County Coal, LLC, as originators

Sale and Contribution Agreement, dated as of December 5, 2014, among Alliance Resource Operating Partners, L.P., as seller and AROP Funding, LLC, as buyer

Incorporated by Reference

Exhibit Description

Receivables Financing Agreement, dated as of December 5, 2014, among Borrower, PNC Bank, National Association, as administrative agent as well as the letter of credit bank, the persons from time to time party thereto as lenders, the persons from time to time party thereto as letter of credit participants, and Alliance Coal, LLC, as initial servicer

Performance Guaranty, dated as of December 5, 2014, by AROP in favor of PNC Bank, National Association, as administrative agent

Master Lease Agreement, dated as of October 29, 2015, between Alliance Resource Operating Partners, L.P., Hamilton County Coal, LLC and White Oak Resources LLC, as lessees, and PNC Equipment Finance, LLC and the other lessors named therein.

The Amended and Restated Alliance Coal, LLC Long-Term Incentive Plan as amended by the Third Amendment and Fourth Amendment

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Second Amendment to the Receivables Financing Agreement, dated as of February 24, 2016

Joinder Agreement, dated as of February 24, 2016, among Warrior Coal, LLC, Webster County Coal, LLC, White Oak Resources LLC and Hamilton County Coal, LLC, dated as of February 24, 2016

Third Amendment to the Receivables Financing Agreement, dated as of December 2, 2016

Fourth Amendment to the Receivables Financing Agreement, dated as of November 27, 2017

Fifth Amendment to the Receivables Financing Agreement, dated as of January 17, 2018

Incorporated by Reference

Exhibit Description

Fourth Amendment to the Receivables Financing Agreement, dated as of November 27, 2017

Fifth Amendment to the Receivables Financing Agreement, dated as of January 17, 2018

Sixth Amendment to the Receivables Financing Agreement, dated as of June 19, 2018

Seventh Amendment to the Receivables Financing Agreement, dated as of January 16, 2019

Subscription Agreement for Partnership Interest - General Partner Interest dated December 14, 2018 by and among Alliance Resource Partners, L.P., AllDale Minerals, LP and AllDale Mineral Management, LLC.

Subscription Agreement for Partnership Interest - Limited Partner Interest dated December 14, 2018 by and among Alliance Resource Partners, L.P., AllDale Minerals, LP and AllDale Mineral Management, LLC.

Subscription Agreement for Partnership Interest - General Partner Interest dated December 14, 2018 by and among Alliance Resource Partners, L.P., AllDale Minerals II, LP and AllDale Mineral Management II, LLC.

Subscription Agreement for Partnership Interest - Limited Partner Interest dated December 14, 2018 by and among Alliance Resource Partners, L.P., AllDale Minerals II, LP and AllDale Mineral Management II, LLC.

AllDale Minerals, LP Joinder Agreements dated January 3, 2019 by and among Alliance Royalty, LLC, AllRoy GP, LLC and AllDale Minerals, LP.

AllDale Minerals II, LP Joinder Agreements dated January 3, 2019 by and among Alliance Royalty, LLC, AllRoy GP, LLC and AllDale Minerals II, LP.

Purchase and Sale Agreement by and between Wing Resources LLC, and Wing Resources II LLC, as sellers, and Alliance Resource Partners, L.P., as buyer, dated as of June 21, 2019 .

Eighth Amendment to the Receivables Financing Agreement, dated as of October 22, 2019.

Incorporated by Reference

Exhibit Description

Employment letter to Kirk Tholen, dated October 21, 2019.

Fifth Amended and Restated Credit Agreement, dated as of March 9, 2020, by and among Alliance Resource Operating Partners, L.P., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

Fifth Amendment to the Alliance Coal and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan.

Fifth Amendment to the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan.

Ninth Amendment to the Receivables Financing Agreement, dated as of January 15, 2021.

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Eleventh Amendment to the Receivables Financing Agreement, dated as of January 13, 2023.

Thirteenth Amendment to the Receivables Financing Agreement, dated as of January 12, 2024.

Credit Agreement, dated as of January 13, 2023, among Alliance Coal, LLC, as borrower, Alliance Resource Operating Partners, L.P., Alliance Resource Partners, L.P., UC Coal, LLC, UC Mining, LLC, UC Processing, LLC and MGP II, LLC as additional Alliance entities and the initial lenders, initial issuing banks and swingline bank named therein, PNC Bank, National Association as administrative agent and collateral agent and PNC Capital Markets LLC, BOKF, NA DBA Bank of Oklahoma, Fifth Third Bank, National Association, Old National Bank and Trust Securities, Inc.

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Code of Ethics for Principal Executive Officer and Senior Financial Officers

Incorporated by Reference

Exhibit Description

Letter of Ernst & Young LLP, dated as of March 1, 2021.

List of Subsidiaries.

Consent of Grant Thornton LLP.

Consent of Ernst & Young LLP.

Consent of Netherland, Sewell & Associates, Inc.

Consent of Cawley, Gillespie & Associates, Inc.

Certification of Joseph W.

Craft III, President and Chief Executive Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 23, 2024, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Brian L.

Cantrell, Senior Vice President and Chief Financial Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 24, 2023, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Cary P.

Marshall, Senior Vice President and Chief Financial Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 23, 2024, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Joseph W.

Craft III, President and Chief Executive Officer and Chairman of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 23, 2024, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Brian L.

Certification of Cary P.

Marshall , Senior Vice President and Chief Financial Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 23, 2024, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Federal Mine Safety and Health Act Information

Henderson/Union Resources SEC S-K 1300 Technical Report Summary dated February 2024.

River View Mine SEC S-K 1300 Technical Report Summary February 2022.

Incorporated by Reference

Exhibit Description

River View Complex SEC S-K 1300 Technical Report Summary February 2024.

Hamilton Mine SEC S-K 1300 Technical Report Summary dated February 2022.

Gibson South Mine SEC S-K 1300 Technical Report Summary dated February 2022.

Tunnel Ridge Mine SEC S-K 1300 Technical Report Summary dated January 2023.

Report of Netherland, Sewell & Associates, Inc., dated January 5, 2023

Tunnel Ridge Mine SEC S-K 1300 Technical Report Summary dated February 2023.

Alliance Resource Partners, L.P.

Incentive Based Compensation Recoupment Policy

Report of Cawley, Gillespie & Associates, Inc., dated December 7, 2023

Interactive Data File (Form 10-K for the year ended December 31, 2023 filed in Inline XBRL).

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(1) Denotes management contract or compensatory plan or arrangement.

(2) Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act, as amended, and the omitted material has been separately filed with the SEC.

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, in Tulsa, Oklahoma, on February 23, 2024.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures