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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-03-17 · 233 added, 138 removed, 236 unchanged (61% of the section changed)

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We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

We are a dual platform critical mineral company that is both an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia, and a developing producer of coal, rare earth and critical minerals in Wyoming.

Our metallurgical coal development portfolio primarily includes the following properties:

Elk Creek, Berwind, Knox Creek, and Maben.

We believe each of these properties possesses geologic and logistical advantages that make our coal among the lowest delivered-cost U.S.

metallurgical coal to our domestic customer base, North American blast furnace steel mills and coke plants, as well as to international metallurgical coal consumers.

In mid-2025, we initiated development of our rare earth element and critical mineral operations near Sheridan, Wyoming (the “Brook Mine”).

The Brook Mine initially produced representative ore material to serve as feedstock for testing, with the goal of demonstrating the viability of processing rare earth elements and critical minerals at a full-scale commercial facility and ultimately establishing mineral reserves and resources.

Contiguous to the Brook Mine, the Company operates a carbon research facility related to the production of advanced carbon products and materials from coal.

Our reportable segments, which are primarily based on the Company’s internal organizational structure and types of controlled mineral deposits, are its two operating segments—Metallurgical Coal and Rare Earths and Critical Minerals.

Where applicable, prior period amounts have been recast to conform to this segment reporting structure, which was modified during the third quarter of 2025.

Metallurgical Coal Segment

Our primary source of revenue is the sale of metallurgical coal.

We are a pure-play metallurgical coal company with 66 million reserve tons and 1,352 million measured and indicated resource tons of high-quality metallurgical coal.

Our plan is to continue development of our existing properties and grow annual production over the next few years to approximately seven million clean tons of metallurgical coal, subject to market conditions, permitting and additional capital deployment in the medium-term.

We may make acquisitions of reserves or infrastructure that continue our focus on advantaged geology and lower costs.

We maintain 85 million reserve tons and 1,337 million measured and indicated resource tons of high-quality metallurgical coal.

Our plan is to continue the development of our existing properties and grow annual production over the next few years to possibly as much as seven million clean tons of metallurgical coal annually, subject to market conditions, permitting and additional capital deployment in the medium-term.

We may also acquire additional reserves or infrastructure that contribute to our focus on advantaged geology and lower costs.

The overall outlook of the metallurgical coal business is dependent on a variety of factors such as pricing, regulatory uncertainties, and global economic conditions.

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compared to domestic steel production, which creates demand for exports of metallurgical coal, including demand growth in Asia Pacific.

Global metallurgical coal markets softened in 2024 due to constrained economic growth in some regions of the world and continued conflict overseas.

Global metallurgical coal markets softened in 2024 and continued to do so in 2025 due to constrained economic growth in some regions of the world and continued conflict overseas.

The global steel market experienced slower growth, especially in China, resulting in elevated levels of Chinese steel exports.

These conditions have led steel companies to both cut back on their own production and to reduce the price they are willing to pay for their metallurgical coal feedstock.

For 2025, overall steel demand will likely remain weak in the near term;

Overall steel demand will likely remain weak in the near term;

however, supply cuts may occur for higher cost operations absent a significant upward movement in pricing.

Longer term, the Company believes that limited global investment in new coking coal production capacity, the industrialization of emerging economies, expansion of urbanization globally, and an eventual return to economic growth will support coking coal markets overall.

We sold 4.0 million tons of coal during 2024 compared to 3.5 million tons during 2023.

North American markets made up 33% of our revenues and export markets, excluding Canada, accounted for 67% of our revenues for

both 2024 and 2023.

Export sales often contain index-based pricing and, therefore, greater volatility in pricing and revenues.

During the year ended December 31, 2025, we sold 3.8 million tons of coal and recognized $536.6 million of revenue.

Of this amount, 37% of our revenue was from sales into North American markets, including Canada, and 63% of our revenue was from sales into export markets.

During the same period of 2024, we sold 4.0 million tons of coal and recognized $666.3 million of revenue, of which 33% was from sales into North American markets, including Canada, and 67% was from sales into export markets.

Sales into export markets, which often include index-based pricing, generally have greater exposure to variability in pricing from period to period.

The Company’s exports have not been materially delayed or otherwise affected by recent severe weather events, dockworker labor disputes, or recently enacted U.S.

As of December 31, 2025, the Company had outstanding performance obligations of 1.1 million tons for contracts with fixed sales prices averaging $142 per ton, excluding freight, as well as 1.2 million tons for contracts with index-based pricing mechanisms.

The Company expects to satisfy approximately 97% of the committed tons in 2026 and the remainder in 2027.

Refer to Note 10—Revenues in Item 8, Part II for additional information.

The metallurgical coal markets are volatile in nature;

therefore, the Company prioritizes managing its financial position and liquidity, while managing costs and capital expenditures and returning value to its shareholders.

In 2024, our total capital expenditures were $68.8 million, excluding capitalized interest of $1.5 million.

In 2025, our segment capital expenditures were $60.5 million, excluding capitalized interest of $1.2 million.

In 2024, our capital expenditures were $69.7 million, excluding capitalized interest of $1.5 million.

The decrease in capital expenditures was due to the Company’s progress related to strategic growth projects.

The Company produced 3.7 million tons during 2024 compared to 3.2 million tons during 2023 as a result of the increase in capacity and completed development work.

The Company expects full-year production volumes in 2025 between 4.2 and 4.6 million tons with an ability to vary production dependent on market conditions.

While the Company normally pays cash dividends on a quarterly basis, the Company paid dividends in the fourth quarter of 2024 to both Class A and Class B shareholders in the form of Class B stock.

This decision was based on the Company’s goal of returning value to its shareholders while maintaining the Company’s commitment to prioritize liquidity and financial optionality as we move into 2025.

The Company continues to assess its potential rare earth elements and critical minerals deposit in Wyoming.

Analysis performed to date indicates elevated levels of rare earth elements along with significant concentrations of critical minerals gallium and germanium, which were banned for export to the United States by China on December 2, 2024.

The Company hopes to complete its techno-economic analysis of the overall commercial aspects of the potential opportunity and begin construction of a pilot processing facility in mid to late 2025.

The Company recently received a $6.1 million matching grant from the Wyoming Energy Authority, which will be applied toward development of the pilot plant and related facilities at the Brook Mine.

No revenues have been recognized from the Company’s Wyoming initiatives.

Results of Operations

The decrease in capital expenditures was due to lower spending in 2025 on the Company’s strategic growth projects, specifically at the Maben preparation plant.

The Company produced 3.8 million tons in 2025 compared to 3.7 million tons in 2024 as a result of the increase in capacity and completed development work.

Rare Earths and Critical Minerals Segment

Our ongoing business development efforts are focused on the timely and prudent advancement of our rare earth elements and critical minerals operations, the establishment of associated processing facilities and the production of rare earth element minerals and coal-to-carbon based products and critical minerals products.

We plan to target the processing and production of a number of rare earth elements and critical minerals which include heavy magnetic rare earth elements, like terbium and dysprosium, and critical minerals, like gallium, germanium and scandium which are, from time to time subject to strict export licensing requirements and changing destination-specific restrictions (including export bans or restrictions to the United States) imposed by the Chinese government.

These planned initiatives provide substantial growth opportunities in future periods.

In 2023, we announced the discovery of a major deposit of primary magnetic rare earth elements and critical minerals at our mine, the Brook Mine near Sheridan, Wyoming.

The Brook Mine rare earth elements and critical minerals site has what we believe to be the largest unconventional deposit of rare earth elements and critical minerals discovered to date in the United States, as well as the first new rare earth elements mine in the United States in 70 years.

We had a ribbon cutting and groundbreaking at the Brook Mine in July 2025 and the overall development of this mine and processing project is proceeding.

Since the July groundbreaking of the Brook Mine, we have rapidly moved to build on this momentum to transition into what we believe will be the nation’s first dual platform critical minerals company focused on both metallurgical coal and rare earth elements and critical minerals.

In July 2025, the Fluor Corporation issued a Preliminary Economic Assessment (PEA) which noted both the technical and economic viability of the Brook Mine based on its findings and the product pricing information provided by the Company.

Contiguous to the Wyoming mine, we operate a carbon research facility called the iCAM Research Center which is related to the production of high value advanced carbon products and materials from coal.

In connection with these activities, we hold a body of more than 70 intellectual property patents and pending applications, exclusive licensing agreements and various trademarks.

To support the expansion of our rare earth elements and critical minerals operations, we plan to actively engage with federal and state officials to expand the existing approved Brook Mine permit covering roughly 4,500 acres to include our entire approximately 15,800 acres of control.

Our commercial processing facility will be similarly designed to increase its processing capacity and accommodate higher levels of production.

Before advancing to a full-scale commercial plant, we will test various processes at a pilot facility to be located at the Brook Mine site near our iCAM Research Center outside Sheridan.

In addition, we received a $6.1 million matching grant from the Wyoming Energy Authority’s Energy Matching Fund to be applied toward development of the pilot facility.

Based on pilot testing results, we expect to proceed to engineering and designing the full commercial plant, with a construction period to be validated and updated upon the completion of a pre-feasibility study to be followed by a subsequent two-year shakedown period for the plant to be optimized to reach full steady-state capacity.

We will also continue advancing geological work to refine our understanding of the deposit, with targeted infill drilling to tighten spacing, enhance grade control, and improve resource classification.

We are also engaged in expansion drilling outside the existing permit boundary and into deeper formations.

On September 17, 2025, we received a new geological TRS from Weir, updated from the March 2025 study.

As a result, management has undertaken a revised mine plan designed around a higher cutoff concentration grade for the Brook Mine deposit.

The Brook Mine represents a geologically unique rare earth elements deposit located along the northwestern margin of the Powder River Basin.

Stratigraphy in the area is steeply dipping and intersected by multiple fault and fracture systems, which likely facilitated secondary mobilization and concentration of rare earth elements via

fluid flow, enriching favorable coal and associated carbonaceous materials.

Given these factors, similar rare earth element grades are not expected to be repeatable elsewhere within the Powder River Basin.

While current drilling and core sampling have focused within our initial 4,500-acre permitted area, we control and own all coal and other minerals on an additional roughly 11,500 acres of contiguous land.

Historic lithologic and wireline logs suggest these areas share similar geologic characteristics.

Multiple high-grade assay results near the existing permit boundary reinforce the expectation that rare earth elements mineralization extends beyond the current permitted area.

To support our transition and growth plans, in July 2025, the Company issued $65.0 million aggregate principal amount of our 2030 Senior Notes and, in early August 2025, we raised approximately $200.0 million from an offering of our Class A common stock (before deducting underwriting discounts and commissions and other offering expenses payable by the Company).

Subsequently, in November 2025, the Company issued $345.0 million aggregate principal amount of our 2031 Convertible Senior Notes, and in December 2025, the Company entered into a Third Amended and Restated Credit and Security Agreement that increased our available revolving credit commitments to $500 million (comprising an initial $350 million asset based revolving commitment plus a $150 million incremental accordion feature) and extended the stated maturity of the credit facility to December 30, 2030 (subject to a springing maturity tied to convertible indebtedness).The commitments under the previous Revolving Credit Agreement were $200 million with a $75 million accordion feature.

We believe these capital raises and increased liquidity have positioned us to more effectively implement our evolution into a dual platform critical minerals company.

The timeline to production and expanded production for our rare earth elements and critical minerals initiatives is subject to obtaining all required federal, state, and local permits and licenses and complying with applicable regulatory requirements, as the project is designed and developed without encountering unforeseen delays.

Critical mineral production, including mill throughput and feed grades, is subject to further technical validation, including additional infill and step-out drilling, geological modeling, mine planning, and metallurgical testing.

We intend to pursue these activities in parallel with our ongoing development plans to support the timely and prudent advancement of the Brook Mine and associated processing facilities.

We have also made notable additions to our executive management team in 2025 to lead in the development of the Rare Earths and Critical Minerals segment as we continue to refine mineral recovery, extraction methodology, and processing capacity assumptions within the mine plan and flowsheet.

To assist in the continued development of the project, the Company has officially retained Hatch Ltd.

to lead its ongoing pre-feasibility study.

Hatch was selected for its technical expertise in rare earth element processing and will oversee test work, pilot plant design, and process optimization.

This pre-feasibility study is expected to provide key information for future permitting, investment, and offtake discussions aligning with the Company’s strategy to accelerate project development.

Recently, the Company has developed a fundamental alternative flowsheet design for the processing of its rare earth elements and critical minerals from coal deposits.

This process is both proprietary and patent-pending and has been developed by our new internal critical minerals processing team.

This design improves upon the solvent extraction processing techniques previously modeled and outlined in the PEA prepared in July 2025 by the Fluor Corporation.

Independent third-party testing, design, optimization and preparation of detailed economics for the change in flowsheet design, including a revised PEA being prepared by Hatch, are in process.

This PEA will generate revised economics utilizing the new flowsheet.

As part of this new flowsheet analysis, Hatch is expected to provide a pilot plant re-design of the interior infrastructure of the pilot plant.

The subsequent more detailed pre-feasibility study, also being prepared by Hatch, is now expected for completion by late 2026.

In the fourth quarter of 2025, the Company announced an initiative to establish a Strategic Critical Minerals Terminal ("SCMT") at the Brook Mine.

This initiative is being pursued to help the private and public sector overcome supply chain risks and ensure uninterrupted access to strategic materials.

The SCMT is designed to position us to become the most comprehensive, vertically integrated upstream producer of critical minerals and rare earth elements in the United States.

The SCMT is expected to provide long-term strategic stockpiling, storage, and inventory management solutions for our broad basket of critical minerals and rare earths.

During 2025, our segment capital expenditures were $4.5 million compared to $0.2 million in 2024.

The increase in capital expenditures was attributable to the continued expansion of the Brook Mine project.

No revenues have been recognized from the Company’s Rare Earths and Critical Minerals segment to date.

The activities at the Brook Mine may result in a material change to our operating results and financial condition in future periods as the project continues to develop.

The future financial statement impact is largely dependent on the development activities described above and the subsequent achievement of commercial production.

At this time, we are unable to estimate the potential financial impact to future periods.

Consolidated Results of Operations

Years ended December 31,

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Total costs and expenses

Operating income

Operating (loss) income

Other income (expense), net

Interest expense, net

Income before tax

Income tax expense

Earnings per common share

Income (loss) before tax

Income tax (benefit) expense

Net (loss) income

Earnings (loss) per common share

Basic - Single class (through 6/20/2023)

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Adjusted EBITDA*

Net income and Adjusted EBITDA were lower in 2024 compared to 2023, despite the increase in sales volume, due to the decrease in metallurgical coal price indices.

This occurred due to a variety of macroeconomic factors including the Chinese oversupply of steel during 2024.

In addition, net income and Adjusted EBITDA for 2023 benefitted from $15.9 million of pre-tax income for proceeds received from insurance claims related to the 2022 Berwind ignition and 2018 silo failure.

Net income and Adjusted EBITDA were negatively impacted by the softening of global metallurgical coal markets and the decrease in metallurgical coal price indices.

This occurred due to a variety of macroeconomic factors, including the continued Chinese oversupply of steel into a muted global economic environment.

*Refer to Non-GAAP Financial Measures below for an explanation of the Company’s calculation of Adjusted EBITDA.

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We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales.

For the year ended December 31, 2024, we had revenue of $666.3 million from the sale of 4.0 million tons of coal.

During 2023, we sold 3.5 million tons of coal for total revenue of $693.5 million.

Coal sales information is summarized below:

Years ended December 31,

(In thousands)

Increase (Decrease)

Total revenue per ton sold (GAAP basis)

Cost of sales

Total cost of sales per ton sold (GAAP basis)

Refer to Non-GAAP Financial Measures for supplemental calculations of revenue per ton sold (FOB mine) and cash cost per ton sold (FOB mine)

Coal sales revenue for full-year 2024 was $666.3 million, approximately 4% lower than 2023, despite the increase in tons sold, due to the negative impact of pricing.

The 15% increase in tons sold occurred in both North America and export markets, with export volumes increasing by 18% and North America volumes increasing by 10%.

The volume increase was aided by the Company’s increased capacity for production achieved during late 2023.

Revenue per ton sold decreased 17% from $201 per ton for the year ended December 31, 2023 to $167 per ton for year ended December 31, 2024 and was driven by the variability in index-based pricing for export sales.

Revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, decreased 18% from $170 per ton for the year ended December 31, 2023 to $140 per ton for the year ended December 31, 2024.

Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure.

metallurgical coal price indices have fallen by roughly 32% on a year-to-date basis driven by the macroeconomic conditions discussed previously.

We expect metallurgical coal prices to remain volatile in the near term.

Coal sales for the full-year 2025 were $536.6 million, approximately 19% lower than the same period in 2024 driven by the negative impact of pricing and a 4% decrease in tons sold.

See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in revenue.

There are no revenues from rare earth elements and critical minerals at this time.

Refer to Note 2—Summary of Significant Accounting Policies—Concentrations and Note 10—Revenues in Item 8, Part II for additional information regarding sales to customers.

Cost of sales.

Our cost of sales totaled $533.3 million for full-year 2024, approximately 8% higher than 2023, due to the increase in tons sold discussed above.

Cost of sales per ton sold decreased 6% from $143 per ton in 2023 to $134 per ton in 2024.

Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs, alternative mineral development costs, and idle mine costs, decreased 5% from $110 per ton in 2023 to $105 per ton in 2024.

Mine costs for 2024 were impacted negatively by challenging geology and labor constraints in the first quarter of 2024 but improved thereafter due to efficiencies gained from increased production compared to 2023.

Our cost of coal sales for the full-year was $453.4 million, approximately 15% lower than the same period in 2024 driven by the closure of the Jawbone mine in Q3 2024 and the idling of the Rockhouse Eagle mine and Laurel Fork mine in 2025.

In addition, trucking costs were reduced at the Maben complex subsequent to commissioning in Q4 2024.

See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in cost of sales.

There are no cost of sales from rare earth elements and critical minerals at this time.

Asset retirement obligation accretion .

ARO accretion was $1.5 million for 2024 and was nearly flat versus 2023.

ARO accretion was $1.7 million for 2025 and was 14% higher than 2024 driven by an increase in asset retirement obligations incurred during the year.

Depreciation, depletion, and amortization .

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The increase in 2025 was due to the increases in plant and equipment and production versus 2024.

The increase in 2024 also included $1.1 million of additional amortization of capitalized development for the Knox Creek Jawbone mine, which occurred due to the closure of the mine during 2024.

Selling, general and administrative (“SG&A”) expenses .

SG&A expenses were $69.4 million for 2025 compared to $49.3 million for 2024.

SG&A expenses in 2024 include a $3.9 million benefit accrued for the probable

recovery of previously incurred attorney fees related to silo failure litigation developments, which is not indicative of future SG&A expenses.

This matter offset most of the 2024 increase in stock-based compensation compared to 2023.

The increase in 2025 compared to 2024 was driven by an increase of approximately $9.1 million in professional service expenses, a $5.2 million increase in internal labor costs and $7.1 million in development costs which are each mainly attributable to the development of our rare earth element and critical minerals operations.

Other income (expense), net.

Other income, net was $1.6 million in 2025 compared to $4.4 million in 2024.

The activity in 2024 was primarily related to the $2.2 million recovery of previously incurred demurrage and other transportation-related matters, a $1.2 million lost coal recovery claim, and an actuarial gain of $0.5 million associated with the Company’s occupational disease benefit obligation.

The activity in 2023 was related mostly to insurance proceeds received in 2023 related to the 2022 Berwind ignition event that occurred in 2022 and the silo failure that occurred in 2018.

The Company received proceeds of $17.0 million during 2023 and had accrued a recovery asset of $1.1 million in the previous period;

thus, a gain of $15.9 million was recognized in 2023.

This activity is not indicative of expected future results.

The net decrease in 2025 compared to 2024 is primarily driven by the $2.2 million recovery of previously incurred demurrage and other transportation-related matters in 2024, a $1.2 million lost coal recovery claim in 2024, and an actuarial gain of $0.5 million associated with the Company’s occupational disease benefit obligation in 2024 compared to a $0.2 million actuarial loss in 2025.

Interest expense, net.

Interest expense, net was approximately $7.8 million in 2025 as compared to $6.1 million in 2024.

The decrease in net interest expense in 2024 was primarily due to the repayment of debt associated with the previous acquisitions of Ramaco Coal and Maben Coal.

The increase in net interest expense in 2025 was primarily due to the issuance of our Senior Notes due 2029 in late 2024.

Income tax expense.

We recognized income tax expense of $3.7 million and $22.4 million in 2024 and 2023, respectively.

The lower amount in 2024 was largely due to the decrease in income before taxes.

Refer to Note 13 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for an explanation of differences versus the statutory rate of 21%.

We recognized an income tax benefit of $10.7 million compared to an expense of $3.7 million in 2025 and 2024, respectively, driven by the decrease in income before taxes.

Refer to Note 12—Income Taxes in Item 8, Part II for an explanation of differences versus the statutory rate of 21%.

Year Ended December 31, 2024 compared to Year Ended December 31, 2023

Please see Part I, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Annual Report on Form 10-K for a discussion of the results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Segment Results

Metallurgical Coal Segment

Coal sales and Segment Adjusted EBITDA information is summarized as follows:

Years ended December 31,

(In thousands)

Increase (Decrease)

Total revenue per ton sold (GAAP basis) (a)

Cost of sales

Total cost of sales per ton sold (GAAP basis) (a)

Segment Adjusted EBITDA (b)

(a) Refer to Non-GAAP Financial Measures below for supplemental calculations of revenue per ton sold (FOB mine) and cash cost per ton sold (FOB mine).

(b) Segment Adjusted EBITDA is management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources.

See Note 14—Segment Reporting in Item 8, Part II for additional information on the calculation of Segment Adjusted EBITDA.

Refer to Non-GAAP Financial Measures below for an explanation of the Company’s calculation of Segment Adjusted EBITDA.

Our revenue includes sales of Company-produced coal and coal purchased from third parties.

We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales.

Year Ended December 31, 2025 compared to Year Ended December 31, 2024

Coal sales for the full-year 2025 were $536.6 million, approximately 19% lower than the same period in 2024 driven by the negative impact of pricing and a 4% decrease in tons sold.

The decrease in tons sold is attributable to export markets, which decreased by 6% primarily due to timing differences in shipments to foreign customers.

Revenue per ton sold decreased 16% from $167 per ton to $140 per ton while revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, also decreased 14% from $140 per ton to $120 per ton.

Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure.

The decrease in the Company’s revenue per ton sold measures was driven by the variability in index-based pricing for export sales.

We expect metallurgical coal prices to remain volatile in the near term.

Cost of sales.

Our cost of coal sales for the full-year was $453.4 million, approximately 14% lower than the same period in 2024 driven by the closure of the Jawbone mine in Q3 2024 and the idling of the Rockhouse Eagle mine and Laurel Fork mine in 2025.

In addition, trucking costs were reduced at the Maben complex subsequent to commissioning in Q4 2024.

Cost of sales per ton sold decreased 11% from $132 per ton to $118 per ton.

Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs and idle mine costs, decreased 7% from $105 per ton

to $98 per ton.

Mine costs in 2024 were impacted negatively by challenging geology and labor constraints which improved during 2025.

Segment adjusted EBITDA.

Segment adjusted EBITDA for the full-year 2025 was $69.4 million, approximately 42% lower than the same period in 2024 driven by the revenue and cost of sales items discussed above.

Rare Earths and Critical Minerals Segment

As of December 31, 2025, the Company has not recorded any revenues or cost of sales from the Rare Earths and Critical Minerals segment.

Segment Adjusted EBITDA is shown below:

Year ended December 31,

(In thousands)

Increase (Decrease)

Segment Adjusted EBITDA (a)

(a) Segment Adjusted EBITDA is management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources.

See Note 14--Segment Reporting in the notes to the unaudited Condensed Consolidated Financial Statements for additional information on the calculation of Segment Adjusted EBITDA.

Refer to Non-GAAP Financial Measures below for an explanation of the Company’s calculation of Segment Adjusted EBITDA.

Segment adjusted EBITDA.

Segment adjusted EBITDA for the full-year 2025 decreased by approximately $12.0 million compared to 2024 primarily driven by increased labor and professional service costs to develop the Brook Mine rare earth elements and critical minerals project in 2025.

Non-GAAP Financial Measures

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accretion of asset retirement obligations;

and, when applicable, certain non-operating items (income tax penalties and charitable contributions).

and, when applicable, certain other non-operating and expense items that are non-recurring and not related to the underlying business performance.

A reconciliation of net income to Adjusted EBITDA is included below.

Adjusted EBITDA is not intended to serve as a substitute to U.S.

Adjusted EBITDA is not intended

to serve as a substitute to U.S.

GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.

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Reconciliation of Net Income to Adjusted EBITDA

Net (loss) income

Depreciation, depletion, and amortization

Interest expense, net

Income tax expense

Income tax (benefit) expense

Stock-based compensation

Other non-operating

Other non-operating (a)

Other expense (b)

Accretion of asset retirement obligation

Adjusted EBITDA

(a) Represents income tax penalties and charitable contributions.

(b) Represents non-recurring expenses incurred in connection with the structuring of a strategic critical minerals terminal.

Non-GAAP revenue per ton sold.

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GAAP and, therefore, should not be considered as a substitute to revenue under U.S.

Years ended December 31,

Year ended December 31,

(In thousands)

Increase (Decrease)

Metallurgical Coal Segment

Adjustments to reconcile to Non-GAAP revenue (FOB mine)

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Non-GAAP cash cost per ton sold.

Non-GAAP cash cost per ton sold (FOB mine) is calculated as cash cost of sales less transportation costs, alternative mineral development costs, and idle and other costs, divided by tons sold.

Non-GAAP cash cost per ton sold (FOB mine) is calculated as cash cost of sales less transportation, idle, and other costs, divided by tons sold.

We believe cash cost per ton sold provides useful information to investors as it enables investors to compare our cash cost per ton against similar measures made by other publicly-traded coal companies and more effectively monitor changes in coal cost from period to period excluding the impact of transportation costs which are beyond our control.

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GAAP and, therefore, should not be considered as a substitute to cost of sales under U.S.

Years ended December 31,

Year ended December 31,

(In thousands)

Increase (Decrease)

Metallurgical Coal Segment

Cost of Sales:

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Transportation costs

Alternative mineral development costs

Idle and other costs

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2026 Sales Commitments

As of December 31, 2024, we had entered into forward sales contracts for approximately 1.5 million tons to North American customers at an average fixed price of $152 per ton, excluding freight, 0.1 million tons to export

customers at an average fixed price of $145 per ton, excluding freight, and 1.4 million additional tons to export customers priced against various benchmark indices.

As of December 31, 2025, we had entered into forward sales contracts for approximately 1.1 million tons to North American customers at an average fixed price of $142 per ton, excluding freight, and 1.2 million additional tons to export customers priced against various benchmark indices.

The Company expects to satisfy approximately 97% of these commitments in 2026 and the remainder in 2027.

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Liquidity and Capital Resources

Our primary source of cash is proceeds from the sale of our coal production to customers.

Our primary uses of cash include the cash costs of coal production, capital expenditures, acquisitions, royalty payments, and other operating expenditures.

Our primary source of cash is proceeds from the sale of our coal production to customers and financing activities.

Our primary uses of cash include the investment in the development of our rare earth elements and critical mineral platform, cash costs of coal production, capital expenditures, acquisitions, royalty payments, and other operating expenditures.

Cash flow information is as follows:

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Consolidated statement of cash flow data:

Cash flows provided by operating activities

Cash flows used for investing activities

Cash flows used for financing activities

Cash flows from operating activities

Cash flows used in investing activities

Cash flows from (used in) financing activities

Net change in cash and cash equivalents and restricted cash

Cash flows provided by operating activities during 2025 decreased $110.7 million versus the prior year driven by lower cash earnings.

Changes in operating assets and liabilities were favorable on a net basis versus the prior year, which was driven by receivables collections and was largely due to fluctuations in fourth quarter revenues for 2024, 2023, and 2022.

Net cash used for investing activities during 2024 decreased slightly by $1.4 million versus the prior year primarily due to lower capital expenditures of $14.1 million offset partially by $11.2 million of insurance proceeds received in 2023 related to previous investments.

Changes in operating assets and liabilities were unfavorable on a net basis by approximately $39.4 million compared to the prior year, which was driven by increases to inventory in the current year.

Net cash used for investing activities during 2025 increased by $12.8 million versus the prior year primarily due to land and mineral acquisitions of approximately $18.5 million in 2025, offset by $4.5 million lower capital expenditures in 2025 compared to 2024.

The decrease in capital expenditures was due to the Company’s continued progress related to strategic growth projects and, therefore, the need for less growth capital expenditures.

The $11.2 million of insurance proceeds received during 2023 related to property, plant, and equipment claims from the 2022 Berwind ignition event and 2018 silo failure.

Net cash used for financing activities was $31.7 million lower in 2024 versus 2023, which was driven by debt-related activities.

The Company repaid $38.2 million more acquisition-related financing in 2023 compared to 2024.

In addition, the Company issued new senior notes during 2024 resulting in net cash proceeds of $55.2 million and paid off its outstanding revolver borrowings from 2023 in the amount of $42.5 million while continuing to pay down its finance leases and equipment loans.

Equity-related activities, in total, were nearly flat year to year despite the Company’s declaration of non-cash dividends to its Class A and Class B shareholders in the fourth quarter of 2024 as discussed earlier.

The Company began paying cash dividends on Class B common stock during the third quarter of 2023 shortly after the initial distribution discussed below.

Net cash from financing activities was $539.8 million higher in 2025 versus 2024, primarily due to approximately $398.5 million in long-term debt proceeds, net of $11.5 million in issuance costs, partially offset by $32.8 million of capped call purchases in conjunction with the Company’s convertible debt issuance during the period.

The Company repaid $34.5 million in previously existing long-term debt during 2025.

In 2024, the Company issued long-term debt resulting in net cash proceeds of $55.2 million and had net revolver repayments of 56.5 million.

In addition, the Company completed a common stock offering during 2025 resulting in $189.0 million in cash inflows during the period and paid approximately $20.3 million less cash dividends in 2025 compared to 2024.

On June 21, 2023, the Company distributed Class B common stock, a tracking stock, to provide existing holders of the Company’s common stock an opportunity to participate directly in the financial performance of the Company’s CORE assets on a stand-alone basis, separate from the Company’s metallurgical coal operations.

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Separate financial statements for CORE have not been included as exhibits to this filing since CORE’s financial performance and dividends will be evaluated based on non-cost-bearing revenue streams, at least initially, and other potential forms of passive income rather than reduced by allocated costs and expenses.

All cash dividends declared to date for Class B common stock were based on 20% of CORE royalty and infrastructure fees for the previous quarter.

Year ended December 31,

All dividends declared to date for Class B common stock were based on 20% of CORE royalty and infrastructure fees for the previous quarter.

Three months ended December 31,

Year ended December 31,

Three months ended December 31,

(In thousands)

Amonate Assets

Total Royalties

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Refer to Part II, Item 8, Note 15 for information regarding dividends declared subsequent to the date of the financial statements.

The Company anticipates distributing quarterly dividends at similar per-share amounts in the future;

however, it is not known at this time whether the Company will declare additional non-cash and/or stock dividends to Class A and Class B shareholders in future periods.

Future declarations of dividends are subject to Board of Directors’ approval and may be adjusted as business needs or market conditions change.

The Company anticipates declaring similar dividends on a quarterly basis in future periods;

however, future declarations of dividends are subject to Board of Directors’ approval and may be adjusted as business needs or market conditions change.

Restricted cash balances at December 31, 2025 and December 31, 2024 were both $0.8 million and consisted of funds held in escrow for potential future workers’ compensation claims.

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At December 31, 2025, we had $467.5 million of outstanding debts, or $451.4 million net of unamortized issuance costs.

Our indebtedness was comprised of $92.0 million of senior note debt ($88.1 million net of unamortized discounts and issuance costs) and $0.4 million of various equipment loans.

Of these amounts, $0.4 million is contractually due in 2025.

The Company’s outstanding debt decreased slightly by $1.6 million in 2024 as repayments of revolver borrowings, acquisition-related debt, and equipment loans were nearly offset by new senior note debt issued in the fourth quarter of 2024.

Our indebtedness was comprised of $122.5 million of senior note debt ($116.6 million net of unamortized discounts and issuance costs), $345.0 million of convertible senior note debt ($334.8 million net of unamortized discounts and issuance costs), and less than $0.1 million debt related to various equipment loans.

Of these amounts, less than $0.1 million is contractually due in 2026.

The Company’s net outstanding debt increased $363.2 million in 2025 due to the issuance of $65.0 million of 8.250% Senior Unsecured Notes due 2030 (the 2030 Senior Notes), offset by the repayment of $34.5 million of 9.00% Senior Unsecured Notes due 2026, and $345.0 million of 0.0% Convertible Senior Notes due 2031 (the 2031 Convertible Senior Notes).

Revolver borrowings, which are typically used for the management of our normal operating cash position, were repaid in full at December 31, 2025.

The Company has also repaid in full all financing related to its previous acquisitions of Ramaco Coal and Maben Coal.

The Company completed a debt offering of $57.5 million, in the aggregate, of the 8.375% Senior Unsecured Notes due 2029 (the “Senior Notes due 2029”).

The Company incurred transaction-related fees of $2.3 million and third-party debt issuance costs of $0.8 million (including a small portion not yet funded at December 31, 2024).

These notes mature on November 30, 2029, unless redeemed prior to maturity.

The Senior Notes due 2029 bear interest at a rate of 8.375% per annum, which is payable quarterly in arrears.

The proceeds, net of transaction fees and debt issuance costs, are for general corporate purposes, including funding future investments, making capital expenditures, and funding working capital.

The acquisition of Ramaco Coal helps to reduce royalty expenses associated with the Company’s metallurgical operations in the Appalachian basin and, along with the acquisition of Maben Coal, complement our existing low-volatile portfolio, both of which help achieve the Company’s objective of remaining among the lowest cost producers of metallurgical coal in the U.S.

In addition, the acquisition of Ramaco Coal includes potential concentrations of rare earth elements and is being used to support the Company’s possible expansion into the manufacture and commercialization of advanced carbon products and materials from coal, both of which provide additional growth opportunities in the future.

The Company completed the public offering of 2030 Senior Notes on July 31, 2025 at an aggregate principal amount of $57.0 million with an option for the underwriters to purchase an additional $8 million of aggregate principal, which was exercised by the underwriters on August 1, 2025.

The 2030 Senior Notes mature on July 31, 2030, unless redeemed prior to maturity and bear interest at a rate of 8.25% per annum, payable quarterly in arrears on the 30th day of January, April, July and October of each year, commencing on October 30, 2025.

The Company may redeem the 2030 Senior Notes in whole or in part, at the Company’s option, at any time on or after July 31, 2027, or upon certain change of control events, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of redemption.

Issuance-related costs for the 2030 Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaling $3.5 million.

The net proceeds were used to redeem all of the Company’s outstanding 9.00% Senior Notes Due 2026, with remaining proceeds to be used for general corporate purposes, including funding the acceleration of rare earth development, funding future investments, making capital expenditures, and funding working capital.

The Company completed the public offering of 2031 Convertible Senior Notes on November 4, 2025 at an aggregate principal amount of $300.0 million with an option for the underwriters to purchase an additional $45.0 million of aggregate principal, which was exercised by the underwriters on November 5, 2025.

The 2031 Convertible Senior Notes do not bear regular interest and the principal amount does not accrete.

The 2031 Convertible Senior Notes mature on November 1, 2031, unless earlier repurchased, redeemed or converted.

Issuance-related costs for the 2031 Convertible Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaling $10.5 million.

Approximately $32.8 million of the net proceeds were used to fund the cost of entering into capped call transactions in conjunction with the issuance.

We intend to use the remainder of the net proceeds to fund the development of our rare earth elements and critical minerals project, for strategic growth opportunities and for general corporate purposes.

Before August 1, 2031, noteholders will have the right to convert their 2031 Convertible Senior Notes only upon the occurrence of certain events.

From and after August 1, 2031, noteholders may convert their 2031 Convertible Senior Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

The Company will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election.

The initial conversion rate will be 30.5460 shares of the Class A Common Stock per $1,000 principal amount of 2031 Convertible Senior Notes, which represents an initial conversion price of approximately $32.74 per share of the Class A common stock.

The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

In addition, upon a Make-Whole Fundamental Change (as defined in the indenture governing the 2031 Convertible Senior Notes), the conversion rate may be increased for a specified period of time based on the trading price of the Company’s Class A common stock.

The maximum increase to the conversion rate in such an event is 41.2371 shares per $1,000 principal amount, which results in up to approximately 14,226,800 additional shares if all 2031 Convertible Senior Notes are converted during such period and fully settled in shares.

The 2031 Convertible Senior Notes are redeemable, in whole or in part, at the Company’s option at any time on or after November 6, 2028, and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days during the 30 consecutive trading days ending on the trading day immediately before the date the Company sends the related redemption notice;

and (2) the trading day immediately before the date the Company sends such redemption notice.

In addition, calling (or the deemed calling of) any convertible note for redemption will constitute a Make-Whole Fundamental Change with respect to that convertible note, in which case the conversion rate will be increased in certain circumstances if it is converted after it is called for redemption.

In addition to the debts discussed above, the Company finances the payment of premiums associated with various insurance policies.

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The Company also has various finance leases for mining equipment, which generally include terms from three to five years.

The Company’s total liability for finance leases at December 31, 2024 was $13.7 million, which includes $6.2 million due in 2025 and $7.5 million due thereafter.

Refer to Notes 7 and 8 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for additional information on indebtedness and leases.

The Company’s total lease liability minimums for finance leases at December 31, 2025 was $19.1 million, which includes $7.7 million due in 2026 and $11.4 million due thereafter.

Refer to Note 6—Debt and Note 7—Leases in Item 8, Part II for additional information on indebtedness and leases.

In the normal course of business, we are a party to certain off-balance sheet arrangements, such as bank letters of credit and performance or surety bonds.

Liabilities related to these arrangements are not reflected in Consolidated Balance Sheets, and we do not expect any material adverse effects on our financial condition, results of operations, or cash flows to result from these arrangements.

We primarily use surety bonds to secure our financial obligations related to reclamation and other matters.

Total surety bonds outstanding at December 31, 2025 were approximately $36.0 million.

The metallurgical coal markets are volatile in nature;

therefore, the Company prioritizes managing its financial position and liquidity, while managing costs and capital expenditures and returning value to its shareholders.

On May 3, 2024, the Company entered into the First Amendment Agreement to the Second Amended and Restated Credit and Security Agreement in order to, among other things, extend the maturity date and increase the size of its existing Revolving Credit Facility.

The amended facility has a maturity date of May 3, 2029, and provides an initial aggregate revolving commitment of $200 million as well as an accordion feature to increase the size by an additional $75 million subject to certain terms and conditions, including the lenders’ consent.

The amended facility provides the Company with additional flexibility to pursue further growth in production while meeting normal operating

requirements.

On December 30, 2025, the Company entered into a Third Amended and Restated Credit and Security Agreement, which includes KeyBank National Association and multiple lending parties, in order to, among other things, extend the maturity date and increase the size of the facility.

The amended facility has a maturity date of December 30, 2030 (subject to a springing maturity tied to convertible indebtedness), and provides an initial aggregate revolving commitment of $350.0 million as well as an accordion feature to increase the size by an additional $150.0 million subject to certain terms and conditions, including lenders’ consent.

The amended facility provides the Company with additional flexibility to pursue further growth in production while meeting normal operating requirements.

The terms of the amended facility also require the Company to maintain certain covenants, including fixed charge coverage ratio and compensating balance requirements.

Borrowings under the amended facility may not exceed the borrowing base as determined under the amended formula included in the agreement.

At December 31, 2024, we had $33.0 million of cash and cash equivalents and $104.8 million of remaining availability under our Revolving Credit Facility for future borrowings.

At December 31, 2025, we had $440.3 million of cash and cash equivalents and $80.7 million of availability under our Revolving Credit Facility for future borrowings.

Cash and cash equivalents include $7.5 million of compensating balances held in dedicated accounts to assure future credit availability under the revolver.

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The terms of the Revolving Credit Facility include covenants limiting the ability of the Company to incur additional indebtedness, make investments or loans, incur liens, consummate mergers and similar fundamental changes, make restricted payments, and enter into transactions with affiliates.

The terms of the facility also require the Company to maintain certain covenants, including fixed charge coverage ratio and compensating balance requirements.

A fixed charge coverage ratio of not less than 1.10:1.00, calculated as of the last day of each fiscal quarter, must be maintained by the Company.

The terms of the facility also require the Company to maintain certain covenants, including a fixed charge coverage ratio and compensating balance requirements.

A fixed charge coverage ratio of not less than 1.10:1.00 must be maintained by the Company during any period when excess availability is less than 12.5% of the maximum borrowing amount, tested as of quarter-end for the trailing four fiscal quarters.

In addition, the Company must maintain an average daily cash balance of $5.0 million, as determined on a monthly basis, in a dedicated account as well as an additional $1.5 million and $1.0 million in separate dedicated accounts to assure future credit availability.

At December 31, 2024, we were in compliance with all debt covenants under the Revolving Credit Facility.

As stated earlier, our primary use of cash includes capital expenditures for mine development, infrastructure, and equipment as well as ongoing operating expenses.

As of the date of this Annual Report, we expect to fund our capital and liquidity requirements for the next twelve months and the reasonably foreseeable future with cash on hand, borrowings under the Revolving Credit Facility, and projected cash flows from operations.

At December 31, 2025, the Company was in compliance with all debt covenants under the Revolving Credit Facility.

As stated earlier, our primary use of cash includes our investment in the development of our rare earth elements and critical mineral platform, capital expenditures for mine development, infrastructure, and equipment as well as ongoing operating expenses.

As of the date of this Annual Report, we expect to fund our capital and liquidity requirements for the next twelve months and the reasonably foreseeable future with cash on hand, borrowings under the

Revolving Credit Facility, and projected cash flows from operations.

Factors that could adversely impact our future liquidity and ability to carry out our capital expenditure program include the following:

● Project overruns related to the development of the Brook Mine, including but not limited to increased costs to extract and process rare earth elements and critical minerals into oxides and other products

● Timely delivery of our product by rail and other transportation carriers;

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If future cash flows were to become insufficient to meet our liquidity needs or capital requirements, due to changes in macroeconomic conditions or otherwise, we may reduce our expected level of capital expenditures for new mine production and/or fund a portion of our capital expenditures through the issuance of debt or equity securities, new debt arrangements, or from other sources such as asset sales.

On September 1, 2023, the Company filed a shelf registration statement to sell any combination of Class A common stock, Class B common stock, preferred stock, depositary shares, debt securities, warrants, and rights at an aggregate initial offering price of up to $400.0 million, which was declared effective on September 29, 2023.

The shelf registration was utilized in part for the issuance of senior note debt in the fourth quarter of 2024 as discussed above.

On August 5, 2025, the Company filed an automatic shelf registration statement, which was effective upon filing, to sell any combination of Class A common stock, Class B common stock, preferred stock, depositary shares, debt securities, warrants, and rights.

No securities may be sold until a prospectus supplement describing the method and terms of any future offering is delivered

Working Capital

Accounts receivable were $73.6 million at December 31, 2024, which declined $23.3 million versus December 31, 2023 driven by the $31.8 million decrease in fourth quarter revenues year over year.

Inventories were $43.4 million at December 31, 2024, which were $6.2 million higher versus December 31, 2023 driven by increased production.

Accounts payable were $48.9 million at December 31, 2024, down slightly from December 31, 2023 due in part to variations in spending.

Accounts receivable was $54.4 million at December 31, 2025, which declined $19.2 million versus December 31, 2024 driven by the $42.9 million decrease in fourth quarter revenues year over year.

Inventories were $87.2 million at December 31, 2025, which were $43.8 million higher versus December 31, 2024 driven by increased production and decreased sales.

Accounts payable were $41.6 million at December 31, 2025, down $7.3 million from December 31, 2024 due to variations in spending and the timing of vendor payments.

Capital Requirements

During 2024 we spent $68.8 million for capital additions, including $13.6 million related to the preparation plant and expansion of our Maben Complex, compared to $82.9 million during 2023.

During 2025 we spent $64.3 million for capital additions, net of grant proceeds of $0.2 million, compared to $68.8 million during 2024.

The decrease in 2025 was due largely due to the substantial progress made by the Company in achieving its initiatives to grow production.

We anticipate capital expenditures of approximately $60-70 million in 2025, which includes roughly $20 million of growth capital relating to increasing the per annum production run-rate at the Elk Creek Complex and increasing production at the Berwind mine.

We anticipate capital expenditures of approximately $85-90 million in 2026, which includes roughly $40 million of growth capital related to our commercialization efforts in Wyoming and the increase in production at our low volatile metallurgical coal complexes.

Contractual Obligations

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The total liability recognized on the Company’s balance sheet for asset retirement obligations was $34.9 million at December 31, 2025.

Refer to Critical Accounting Policies and Estimates below as well as Note 5 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for additional information.

Refer to Critical Accounting Policies and Estimates below as well as Note 4—Asset Retirement Obligations in Item 8, Part II for additional information.

Estimated payments related to worker’s compensation and occupational disease obligations have also been excluded from the table above.

Refer to Critical Accounting Policies and Estimates below for additional information related to these obligations.

Refer also to Note 6 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for additional information related to accrued expenses and other liabilities.

Off-Balance Sheet Arrangements

In the normal course of business, we are a party to certain off-balance sheet arrangements, such as bank letters of credit and performance or surety bonds.

Liabilities related to these arrangements are not reflected in consolidated balance sheets, and we do not expect any material adverse effects on our financial condition, results of operations, or

cash flows to result from these arrangements.

We primarily use surety bonds to secure our financial obligations related to reclamation and other matters.

Total surety bonds at December 31, 2024, were $32.3 million.

Refer also to Note 5—Accrued Liabilities and Other Liabilities in Item 8, Part II for additional information.

Critical Accounting Policies and Estimates

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Estimating the ARO requires management to make estimates and judgments regarding timing and existence of a liability, as well as what constitutes adequate restoration.

Inherent in the fair value calculation are numerous assumptions and judgments including the ultimate costs, inflation factors, credit-adjusted discount rates, and the timing of the related cash flows.

Inherent in the fair value calculation are numerous assumptions

and judgments including the ultimate costs, inflation factors, credit-adjusted discount rates, and the timing of the related cash flows.

On at least an annual basis, we review our ARO liabilities and make necessary adjustments for significant increases in disturbed acreage, mining permit changes, significant mine plan revisions, and changes in cost estimates or timing of performance.

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If our assumptions differ from actual experience, or if changes in the regulatory environment occur, our actual cash expenditures and costs that we incur could be materially different than currently estimated.

The inflation per year assumption used in the most recent estimate was approximately 3% based on a weighting of multiple indices.

Occupational Disease (Pneumoconiosis) Obligations .

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These estimates are subject to uncertainty due to a variety of factors, including limited Ramaco-specific claim volume, developments regarding medicine and treatment, and future cost trends.

As a result, volatility in future estimates may occur and actual costs

could differ significantly from the estimated amounts.

The Company recognized a $0.5 million actuarial gain in the fourth quarter of 2024 due in part to a 0.6% increase in the discount rate assumption.

As a result, volatility in future estimates may occur and actual costs could differ significantly from the estimated amounts.

The Company recognized a $0.2 million actuarial loss in the fourth quarter of 2025 due in part to a 0.3% decrease in the discount rate assumption.

Impairment of Long-lived Assets.

We review our held-and-used long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which is generally at the mine level or at the mining complex level for mines that share infrastructure and/or developed access.

Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which are generally at the mine level or at the mining complex level for mines that share infrastructure and/or developed access.

Events and circumstances that may trigger a recoverability assessment include, but are not limited to, a current expectation that a long-lived asset will be disposed of significantly before the end of its previously estimated useful life, a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in the physical condition of the asset(s), and an accumulation of costs significantly in excess of the amount originally expected.

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Recent Accounting Pronouncements.

See Item 8 of Part II, “Financial Statements and Supplementary Data—Note 2—Summary of Significant Accounting Policies—Recent Accounting Pronouncements.”

See Note 2—Summary of Significant Accounting Policies—Recent Accounting Pronouncements in Item 8, Part II.

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 7. Management’s Discussion and Analysis