What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-03-17 · 445 added, 361 removed, 682 unchanged (54% of the section changed)

11 unchanged sentences

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of Ramaco Resources, Inc.

(a Delaware Corporation) and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, equity, and cash flows for the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 17, 2025, expressed an adverse opinion.

Change in accounting principle

As discussed in Note 2 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280) .

We have audited the accompanying consolidated balance sheets of Ramaco Resources, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 26, 2026, expressed an unqualified opinion.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

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Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Earnings Per Share Computation and Disclosures

As described further in Note 14 to the consolidated financial statements, the Company has two classes of common stock and the Company’s board of directors retains the ability, in its sole discretion, to exchange all outstanding shares of Class B common stock into Class A common stock based on an established exchange ratio.

In addition, the Company has several classes of stock-based compensation awards that are participating securities.

Convertible securities are evaluated for potential inclusion in diluted earnings per share computations using the if-converted method.

In addition, with multiple classes of common stock and participating securities, the Company also follows the two-class method of computing earnings per share.

We identified the computation of and the disclosures related to earnings per share as a critical audit matter.

The principal consideration for our determination that the earnings per share computation and disclosures is a critical audit matter was the extensive audit effort required to assess the Company’s earnings per share calculations for compliance with the applicable accounting standards.

The extensive audit effort resulted from the unique nature of the Company’s Class B common stock, the conversion features associated with the Class B common stock, and the multiple participating securities that must be considered in the determination of earnings per share using the if converted and two-class methods for calculating earnings per share.

Our audit procedures related to earnings per share computation and disclosures included the following, among others:

● We consulted with our national office resources regarding the accounting standards applicable to earnings per share to assist with the evaluation of the Company’s compliance with those standards.

● We tested the completeness and accuracy of the underlying data used as inputs to the Company’s earnings per share calculation.

● We recomputed basic and diluted earnings per share for each class of common stock.

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ GRANT THORNTON LLP

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Tulsa, Oklahoma

March 17, 2025

February 26, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

Management identified a material weakness related to the Company having insufficient accounting resources.

The resource constraints contributed to an ineffective control environment whereby the Company did not consistently have professionals with the right experience and training to perform certain control activities to achieve control objectives described in the aforementioned internal control framework.

The insufficient resources also resulted in incomplete or inadequate documentation related to accounting policies and procedures, inappropriate conclusions reached regarding non-routine accounting matters, and insufficient evidence of internal control activities.

The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 17, 2025, which expressed an unqualified opinion on those financial statements.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated February 26, 2026 expressed an unqualified opinion on those financial statements.

Basis for opinion

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Tulsa, Oklahoma

March 17, 2025

February 26, 2026

Report of Independent Registered Public Accounting Firm

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Ramaco Resources, Inc.

(the “Company”) as of December 31, 2023, and the related consolidated statements of operations, equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated statements of operations, equity, and cash flows of Ramaco Resources, Inc.

(the “Company”) for the year ended December 31, 2023, and the related notes.

In our opinion, the consolidated financial statements present fairly, in all material respects the results of Company’s operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws, and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe our audit provides a reasonable basis for our opinion.

/s/ Cherry Bekaert LLP

1 unchanged sentence

Louisville, Kentucky

March 14, 2024, with exception of Note 15 for which the date is March 17, 2025

March 14, 2024, with exception of Notes 12 and 14 for which the date is February 26, 2026

Ramaco Resources, Inc.

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Long-term financing lease obligations

Senior notes, net

Long-term debt, net

Deferred tax liability, net

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Additional paid-in capital

Retained earnings

Retained earnings (accumulated deficit)

Total stockholders' equity

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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

(Loss) Income before tax

Income tax (benefit) expense

Net (loss) income

Earnings per common share *

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Basic - Class B

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

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

Diluted - Class A

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Shares surrendered for withholding taxes

Stock options exercised

Stock options exercised (cashless)

Stock-based compensation

Stock dividend declared and distributed

Cash dividends and dividend equivalents declared

1 unchanged sentence

Shares surrendered for withholding taxes

Stock options exercised (cashless)

Stock options exercised

Stock-based compensation

Stock dividend declared and distributed

Non-cash dividends declared and distributed

Non-cash dividends declared but not distributed

Cash dividends and dividend equivalents declared

Dividend equivalent units forfeited

Balance at December 31, 2024

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Non-cash dividends declared and distributed

Non-cash dividend declared but not distributed

Non-cash dividends declared and not distributed

Cash dividends and dividend equivalents declared

Dividend equivalent units forfeited

Capped call purchase

Class A common stock equity issuance

Balance at December 31, 2025

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Years ended December 31,

Cash flows from operating activities:

Cash flows from (used in) operating activities:

Net (loss) income

Adjustments to reconcile net income to net cash from operating activities:

3 unchanged sentences

Stock-based compensation

(Gain)/loss on disposal of equipment

(Gain)/loss on disposal of assets

Other income - gain on insurance recoveries

Other income - gain on sale of mineral rights

Deferred income taxes

5 unchanged sentences

Accrued liabilities

Net cash provided by operating activities

Cash flows from investing activities:

Net cash from operating activities

Cash flows from (used in) investing activities:

Capital expenditures

Acquisition of Ramaco Coal assets

Land and mineral acquisition

Acquisition of Maben assets (bond recovery in 2023)

Proceeds from sale of mineral rights

Insurance proceeds related to property, plant, and equipment

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Capitalized interest

Net cash used for investing activities

Cash flows from financing activities:

Proceeds from issuance of senior note debt (net of $ 2,340 commissions and fees)

Net cash used in investing activities

Cash flows from (used in) financing activities:

Proceeds from equity offering

Payment of equity offering costs

Proceeds from long-term debt issuances

Purchase of capped calls

Proceeds from borrowings

Proceeds from stock options exercised

Payments of debt issuance costs (senior note debt)

Payment of dividends

Repayment of borrowings

Repayments of senior notes

Repayment of Ramaco Coal acquisition financing - related party

Proceeds from stock options exercised

Payment of dividends

Repayments of insurance financing

Repayments of equipment finance leases

Payment of debt issuance costs

Shares surrendered for withholding taxes payable

Net cash used for financing activities

Net cash from (used in) financing activities

Net change in cash and cash equivalents and restricted cash

1 unchanged sentence

Cash and cash equivalents and restricted cash, end of period

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

Supplemental cash flow information:

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Non-cash investing and financing activities:

Leased assets obtained under new financing leases

Financed equipment purchases

Leased assets under financing leases

Capital expenditures included in accounts payable and accrued liabilities

Ramaco Coal acquisition financing

Maben Coal acquisition financing

Financed insurance

9 unchanged sentences

We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia.

We also control mineral deposits near Sheridan, Wyoming as part of the Company’s initiatives regarding the potential recovery of rare earth elements from coal and carbonaceous ore as well as the potential commercialization of coal-to-carbon-based products and materials.

The Company is a party to certain collaborative arrangements with government researchers and other organizations related to the Wyoming initiatives, which involve providing in-kind contributions such as ores, samples, feedstock, and services.

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.

The Company’s operations are organized into two reportable segments:

Metallurgical Coal and Rare Earths and Critical Minerals.

See Note 14 for additional information.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Control is transferred for export coal shipments to customers via ocean vessel when the vessel is loaded at the port.

Our coal sales generally include up to 90-day payment terms following the transfer of control of the goods to our customer.

Our coal sales include up to 90-day payment terms following the transfer of control of the goods to our customer.

In the case of some of our foreign customers, our contracts also require that letters of credit are posted to secure payment of any outstanding receivable.

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If control of the goods transfers to the customer in the period before the final price is determined, revenue is recorded based on the estimated consideration to be received.

The Company estimates the amount to which it expects to receive by reference to forward curve data, if available, and generally does not constrain such estimates for accounting purposes due to the short period of time over which the uncertainty is resolved.

The Company estimates the amount to which it expects to receive by reference to forward curve data, if available, and generally does not constrain such estimates for accounting purposes

due to the short period of time over which the uncertainty is resolved.

However, certain estimates of provisional pricing for which no forward curve data was available were constrained at December 31, 2023 due to index volatility.

No estimates were constrained at December 31, 2024.

No estimates were constrained at December 31, 2024 or December 31, 2025.

Freight Revenue and Expense —Costs incurred to transport coal to the point of sale at the port facility are included in cost of sales and the gross amounts billed to customers to cover shipping to and handling of the coal at the port are included in revenue.

Cash and Cash Equivalents —We classify all highly-liquid instruments with an original maturity of three months or less as cash equivalents.

Restricted cash balances at December 31, 2024 and December 31, 2023 were both $ 0.8 million and consisted of funds held in escrow for potential future workers’ compensation claims.

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

Restricted cash balances were included in other current assets on the balance sheet.

The Company pools individual bank accounts with the same institution for the purpose of assessing if a bank overdraft exists based on the contractual terms of the arrangement.

Cash and cash equivalents consisted of the following:

(In thousands)

December 31, 2025

December 31, 2024

Treasury securities

Total cash & cash equivalents

As of December 31, 2025, U.S.

Treasury securities held by the Company represent Level 1 securities within the fair value hierarchy and are measured at fair value.

See “Fair Value Measurements” below for further information.

Inventories — Coal is reported as inventory at the point in time it is extracted from the mine.

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Exploration costs are expensed as incurred.

Coal exploration costs include those incurred to ascertain existence, location, extent or quality of ore or minerals before beginning the development stage of the mine.

Exploration costs include those incurred to ascertain existence, location, extent or quality of ore or minerals before beginning the development stage of the mine.

Mining property and mineral rights costs represent the costs incurred to acquire the rights to access and mine certain coal property either through deeds, leases, or other conveyance agreements.

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Mine development begins when the facts and circumstances clearly establish the presence of a commercial mineralized deposit.

Capitalized mine development costs represent the costs incurred to prepare mine sites and/or seams of coal for future mining.

Capitalized mine development costs represent the costs incurred to prepare mine sites and/or seams

of coal for future mining.

These costs include costs of acquiring, permitting, planning, research, and developing access to identified mineral reserves and other preparations for commercial production as necessary to develop and permit the properties for mining activities.

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Advanced Coal Royalties —In most cases, we acquire the right to mine coal reserves under leases which call for the payment of royalties on coal as it is mined and sold.

In many cases, these mineral leases require the payment of advance or minimum coal royalties to lessors that are recoupable against future production royalties.

These mineral leases typically require the payment of advance or minimum coal royalties to lessors that are recoupable against future production royalties.

These advance payments are deferred and charged to operations as the coal reserves are mined.

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We may, under limited circumstances, idle mining operations in response to certain events or conditions.

Because an idling is not a permanent closure, it is not considered an automatic indicator of impairment.

As idling mining operations does not represent a permanent closure of the mine, it is not considered an automatic indicator of impairment.

Asset Retirement Obligations —Legal obligations associated with the retirement of long-lived assets are initially recognized at their estimated fair value, with a corresponding charge to capitalized development costs, at the time they are incurred.

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The fair values of cash and cash equivalents, accounts receivable, restricted cash, and accounts payable approximate their carrying amounts at each reporting date.

The Company’s Senior Notes that are due in 2026 had an estimated fair value of $ 35.6 million and $ 35.5 million at December 31, 2024 and 2023, respectively.

The Company’s Senior Notes that are due in 2029 had an estimated fair value of $ 58.1 million at December 31, 2024.

The fair values of the Company’s Senior Notes were based on observable market prices and were considered Level 2 measurements at December 31, 2024 and December 31, 2023 based on trading volumes.

The difference between the fair value and carrying amount of the Company’s remaining debts is not material.

Refer to Note 7 for additional information regarding debt.

Refer to Note 6 for additional information regarding the fair value of debt.

Nonrecurring fair value measurements of the Company include asset retirement obligations and estimated values used to allocate the acquisition cost of long-lived assets to individual assets, neither of which are subject to the fair value disclosure requirements.

The fair value of asset retirement obligations is determined as the present value of estimated cash flows related to reclamation obligations, which would likely be a Level 3 measurement due to the use of unobservable inputs such as estimates regarding the amount and timing of costs to be incurred, inflation rates, and the Company’s credit-adjusted discount rate.

The fair value of asset retirement obligations is determined as the present value of estimated cash flows related to reclamation obligations, which represent a Level 3 measurement due to the use of unobservable inputs such as estimates regarding the amount and timing of costs to be incurred, inflation rates, and the Company’s credit-adjusted discount rate.

The consideration for the Company’s previous acquisitions was allocated based on the relative fair values of the assets acquired, the primary asset of which was mineral rights.

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A valuation allowance is established if it is more likely than not that the related tax benefits will not be realized.

In determining the appropriate valuation allowance, we consider the projected realization of tax benefits based on expected levels of future taxable income, available tax planning strategies and reversals of existing taxable temporary differences.

In determining the appropriate valuation allowance, we consider the projected realization of tax benefits based on expected levels of future taxable income, available tax planning strategies and

reversals of existing taxable temporary differences.

The Company had no valuation allowances on the balance sheet as of December 31, 2025 and 2024.

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The Black-Scholes model requires us to make assumptions and judgments about the variables used in the calculation, including the expected term, expected volatility, risk-free interest rate, dividend rate and service period.

Concentrations —Our current operations are all related to metallurgical coal within the mining industry.

Concentrations —Our current revenue generating operations are all related to metallurgical coal within the mining industry.

A reduction in metallurgical coal prices or other disturbances in the metallurgical coal markets could have an adverse effect on our financial results.

During 2024, sales to two customers accounted for 11 % and 10 % of our revenues, or collectively 22 % of total revenue.

During 2025, sales to three customers accounted for 13 %, 11 %, and 10 % of our revenues, or collectively 34 % of total revenue.

During 2024, sales to two customers accounted for 11 % and 10 % of our revenues, or collectively 21 % of total revenue.

During 2023, sales to three customers accounted for 15 %, 13 %, and 13 % of our revenues, or collectively 41 % of total revenue.

The number of customers comprising the concentrations above is based on a threshold of 10% or more of total revenues.

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An allowance for credit losses was not necessary as of December 31, 2025 and 2024.

Five customers accounted for 18 %, 16 %, 12 %, 11 %, and 10 %, of our trade receivables, or collectively 68 % of the Company’s accounts receivable balance at December 31, 2024.

At December 31, 2023, three customers accounted for 22 %, 19 % and 15 % of our trade receivables, or collectively 56 %.

Three customers accounted for 23 %, 18 %, and 10 %, of our trade receivables, or collectively 51 % of the Company’s accounts receivable balance at December 31, 2025.

At December 31, 2024, five customers accounted for 18 %, 16 %, 12 %, 11 % and 10 % of our trade receivables, or collectively 67 %.

The number of customers comprising the concentrations above is based on a threshold of 10% or more of total accounts receivable.

Recent Accounting Standards Updates

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

The amendments in ASU 2023-07 require incremental disclosures related to a public entity’s reportable segments and increase the frequency with which most segment disclosures are made.

Incremental disclosures required by the ASU include significant segment expenses regularly provided to the chief operating decision maker (“CODM”) and included within the segment’s measure of profit or loss, the title and position of the CODM and an explanation how the CODM uses the reported measure of a segment’s profit or loss to assess performance and allocate resources, and the amount and composition of other segment items necessary to reconcile segment revenue, significant expenses, and the reported measure of profit or loss.

The ASU also expands interim disclosure requirements such that nearly all annual quantitative segment disclosures will be made on an interim basis.

Lastly, ASU 2023-07 requires that entities with a single reportable segment provide all segment disclosures that are not evident from the primary financial statements, including significant segment expenses, consistent with the approach used by management to evaluate performance, which affects the

Company’s disclosures.

ASU 2023-07 is effective starting with this annual report, and on a quarterly basis thereafter, and requires retrospective application.

Refer to Note 15 for new disclosures by the Company.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

The amendments in ASU 2023-09 require reporting entities to disclose annual income taxes paid, net of refunds, disaggregated by federal, state, and foreign taxes and to provide additional disaggregated information for individual jurisdictions that equal or exceed 5% of total income taxes paid, net of refunds.

ASU 2023-09 also requires public business entities to disclose additional categories of information about federal, state, and foreign income taxes in their annual rate reconciliation table and provide more information about some categories if the quantitative threshold is met.

The ASU will also require disclosure of amounts and percentages in the annual rate reconciliation table, rather than amounts or percentages, and will eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities.

ASU 2023-09 is effective starting with Ramaco’s 2025 annual financial statements and may be applied prospectively to only the income tax disclosures provided for 2025 or retrospectively by providing revised disclosures for all periods presented.

Early adoption is permitted.

The Company is currently evaluating the impact of the ASU;

however, incremental disclosures will likely be provided on a prospective basis in the Company’s 2025 annual financial statements upon adoption.

ASU 2023-09 standardizes categories for the effective tax rate reconciliation, requires disaggregation of income taxes paid and additional income tax-related disclosures, and is effective for the Company for annual fiscal periods beginning after December 15, 2024.

The Company has retrospectively adopted ASU 2023-09 in the current year which impacts the Company’s disclosures within Note 12.

Because the ASU affects disclosures only, the adoption did not affect the Company’s Consolidated Statements of Operations or Consolidated Balance Sheets.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is currently evaluating the extent to which its disclosures will be affected by the ASU.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities (“ASU 2025-10”), which provides updated guidance on how to recognize, measure, and present government grants.

ASU 2025-10 is effective starting with the Company’s 2029 annual financial statements and on a quarterly basis thereafter, with early adoption permitted.

The Company is currently evaluating the effect of this update on our consolidated financial statements.

NOTE 3—PROPERTY, PLANT, AND EQUIPMENT

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Total property, plant, and equipment, net

Capitalized amounts related to coal reserves at properties where we are not currently engaged in mining operations totaled $ 16.2 million as of December 31, 2024 and $ 17.4 million as of December 31, 2023.

On July 10, 2022, the Company experienced a methane ignition at the Berwind No.

1 mine, which was one of the active mines at our Berwind mining complex.

The other mines resumed production while the Berwind No.

1 mine was idled until a full investigation could be conducted.

There were no personnel in the mine at the time of the incident and no injuries or fatalities occurred.

The overall impact to pre-tax earnings in 2022 was immaterial except for idle mine costs of $ 9.5 million recognized during the year.

Production from the Berwind No.

1 mine restarted in the first quarter of 2023.

The Company received $ 9.2 million of insurance proceeds during 2023 related to this matter, which have been reported as part of Insurance proceeds related to property, plant, and equipment in the investing activities section of the Consolidated Statements of Cash Flows, and recognized a gain of $ 8.1 million in Other income (expense), net on the Consolidated Statement of Operations in 2023 as the Company had previously accrued a $ 1.1 million recovery asset at December 31, 2022.

Mining property and mineral rights are made up primarily of significant asset acquisitions occurring in previous years, including those discussed in Note 4.

Capitalized mine development costs amortization expense was approximately $ 1.1 million higher in 2024 compared to 2023 for the Knox Creek Jawbone mine.

The Jawbone mine was closed in the later part of 2024 as the mine was experiencing higher production costs and nearing end of life.

At December 31, 2025 and 2024, mining property and mineral rights above include $ 18.5 million and $ 16.2 million, respectively, of carrying value associated with coal mineral reserves and resources attributable to complexes where we are not currently engaged in mining operations, and therefore, the coal mineral reserves are not currently being depleted.

We believe that the carrying value of these coal mineral reserves will be recovered.

On March 17, 2025, the Company announced that it received a $ 6.1 million matching grant authorized by Wyoming Governor Mark Gordon and issued by the Wyoming Energy Authority for Ramaco’s CORE Brook Mine project.

The funding is intended to support Ramaco’s significant future investment in constructing and equipping a rare earth and critical minerals processing facility near Sheridan, Wyoming.

During 2025, the Company incurred approximately $ 0.5 million in qualifying costs, with $ 0.4 million recorded as an offset to Property, plant and equipment, net on the Consolidated Balance Sheets and $ 0.1 million recorded as Other income on the Consolidated Statements of Operations.

On November 7, 2025, the Company acquired mining property and mineral rights located adjacent to our Knox Creek property in Russell County, Buchanan County, and Tazewell County in Virginia.

The purchase price was approximately $ 15.0 million and the Company incurred $ 0.3 million in transaction costs associated with the purchase.

Depreciation, depletion, and amortization included:

6 unchanged sentences

Total depreciation, depletion, and amortization

NOTE 4—ACQUISITIONS

On April 29, 2022, the acquisition of Ramaco Coal, an entity owned by an investment fund managed by Yorktown Partners and certain members of the Company's management, was completed pursuant to a Purchase and Sale Agreement, dated February 23, 2022.

The purchase price was approximately $ 65 million, consisting of an initial payment of $ 10 million paid at closing and a deferred purchase price of $ 55 million paid during the remainder of 2022 in $ 5 million ratable quarterly installments, and $ 10 million ratable quarterly installments paid in 2023 plus interest at a rate of 9 %.

Ramaco Coal controls certain coal mineral interests of principally metallurgical coal properties which are owned in fee or leased under long-term leases that are, in turn, leased or subleased to the Company and various third parties.

Such lessees pay a royalty based on the amount of metallurgical coal mined and the realized price per ton.

Ramaco Coal also controls a large thermal coal deposit and permit near Sheridan, Wyoming covering approximately 16 thousand acres, including a research and development facility and associated equipment and has a goal of converting coal to carbon products, such as graphene, graphite and carbon fiber.

Concurrent with this acquisition, the Company and Ramaco Coal each sold certain mineral rights located in West Virginia (the “Split Ridge Arrangement”).

To compensate for the sale of these rights, we received an overriding royalty arrangement which included $ 2 million up front and $ 125 thousand quarterly minimum royalty payment beginning in January 2024 until December 2028.

The fair value of this arrangement was $ 3.7 million, of which $ 1.6 million was treated as an allocation of the fair value of this disposed component of Ramaco Coal and, separately, a $ 2.1 million gain on the sale of the Company’s mineral rights included in Other income (expense), net on the 2022 Consolidated Statement of Operations.

The acquisition of Ramaco Coal was accounted for as a purchase of assets due to substantially all of the fair value being concentrated in a single asset, the rights to metallurgical coal deposits.

The consideration paid in connection with the acquisition of Ramaco Coal, including $ 1.6 million in closing costs, relinquishment of $ 1.6 million of prepaid royalties and $ 0.1 million paid to a mineral owner as part of the acquisition, was approximately $ 68.3 million and was allocated based on fair values to mining property and mineral rights ($ 65.1 million), buildings ($ 2.6 million) and equipment ($ 0.6 million).

The acquisition financing was repaid in full during 2023.

On September 23, 2022, the Company completed the acquisition of 100 % of the equity interests of Maben Coal, LLC (“Maben Coal”) pursuant to the Securities Purchase Agreement dated August 8, 2022, with Appleton Coal, LLC.

The purchase price was approximately $ 30.0 million, consisting of an initial payment of $ 9.0 million and proceeds from a new two-year loan in the amount of $ 21.0 million.

The Company also paid approximately $ 1.7 million of transaction costs and recognized liabilities of $ 1.3 million on the closing date, primarily related to $ 1.2 million of cash bond replacement obligations incurred by the Company as part of the transaction.

In the fourth quarter of 2022, the Company paid off the $ 1.2 million cash bond replacement obligation to Appleton Coal, LLC, which was included in the investing activities section of the statement of cash flows.

The $ 1.2 million bond replacement payment was subsequently recovered in 2023, which reduced the cash investment related to this transaction to $ 10.7 million.

We acquired a large coal deposit on approximately 28 thousand leased acres located in Wyoming County and Raleigh County, West Virginia.

We assumed existing mining permits issued by the West Virginia Department of Environmental Protection, which authorizes mining by both surface and highwall mining methods as well as by underground methods.

The property also has issued permits covering an existing haul road, as well as an active refuse disposal area together with a preparation plant and unit train loadout, neither of which had been constructed as of the closing date.

The acquisition of Maben Coal was accounted for as a purchase of assets due to substantially all of the fair value being concentrated in a single asset, the rights to leased metallurgical coal deposits.

The total consideration of approximately $ 33.0 million was allocated to mining property and mineral rights ($ 30.6 million), capitalized mine development costs ($ 1.0 million), receivable for the right to recover cash bond replacement payments made by the Company as discussed above ($ 1.2 million, which was received in 2023), and recoupable royalties ($ 0.2 million).

The acquisition financing was repaid in full during 2024.

NOTE 4—ASSET RETIREMENT OBLIGATIONS

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NOTE 5—ACCRUED LIABILITIES AND OTHER LIABILITIES

Accrued liabilities at December 31, 2024 consisted of accrued compensation of $ 17.3 million and various other liabilities.

Accrued expenses at December 31, 2023 consisted of accrued compensation of $ 14.6 million and various other liabilities.

Accrued liabilities consisted of the following:

(In thousands)

Accrued payables

Accrued compensation

Accrued sales-related taxes

Accrued dividends

Other accrued

Total accrued liabilities

The Company sponsors a defined contribution plan to assist eligible employees in providing for their future retirement needs.

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Self-insured losses are accrued based upon estimates of the aggregate liability for uninsured claims incurred as of the balance sheet date using claims data and actuarial assumptions.

The occupational disease benefit obligation represents the present value of the actuarially computed liabilities for such benefits over the employees’ applicable years of service.

The occupational disease

benefit obligation represents the present value of the actuarially computed liabilities for such benefits over the employees’ applicable years of service.

As of December 31, 2025, the estimated aggregate liability for claims totaled $ 10.2 million, including $ 3.4 million of occupational disease obligations.

Of the aggregate liability, $ 5.2 million was included in Other long-term liabilities on the Consolidated Balance Sheet.

Of the aggregate liability, $ 7.4 million was included in Other long-term liabilities on the Consolidated Balance Sheets.

In addition, the Company recognized an expected recovery asset of $ 2.0 million in Other noncurrent assets related to the reimbursement of workers’ compensation amounts that are reimbursable under insurance purchased by the Company.

As of December 31, 2024, the estimated aggregate liability totaled $ 8.3 million, including $ 2.4 million of occupational disease obligations.

Of the aggregate liability, $ 3.1 million was included in Other long-term liabilities within the Consolidated Balance Sheet.

The Company recognized an actuarial gain of $ 0.5 million in the fourth quarter of 2024 related to the annual measurement of our occupational disease benefit obligation, which was due, in part, to the increase in the discount rate assumption.

Of the aggregate liability, $ 5.2 million was included in Other long-term liabilities within the Consolidated Balance Sheets.

The Company recognized an actuarial loss of $ 0.2 million in the fourth quarter of 2025 related to the annual measurement of our occupational disease benefit obligation, which was due, in part, to the decrease in the discount rate assumption.

The occupational disease benefit liability was calculated using a discount rate of 5.6 % and 5.9 % at December 31, 2025 and 2024, respectively.

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(In thousands)

December 31, 2024

December 31, 2023

Revolving Credit Facility

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Senior Notes, net

Financing of Maben Coal acquisition

Convertible Senior Notes, net

Current portion of long-term debt

Total long-term debt

Revolving Credit Facility— On May 3, 2024, the Company entered into the First Amendment Agreement to the Second Amended and Restated Credit and Security Agreement, which includes KeyBank National Association (“KeyBank”) and multiple lending parties, in order to, among other things, extend the maturity date and increase the size of the facility.

The amended facility (the “Revolving Credit Facility”) has a maturity date of May 3, 2029, and provides an initial aggregate revolving commitment of $ 200.0 million as well as an accordion feature to increase the size by an additional $ 75.0 million subject to certain terms and conditions, including lenders’ consent.

Prior to the First Amendment Agreement, the facility had a maturity date of February 15, 2026, and an initial aggregate revolving commitment of $ 125.0 million as well as an accordion feature of $ 50.0 million.

The borrowing base of the amended facility at December 31, 2024 was $ 104.8 million based on eligible accounts receivable and inventory collateral and reserve requirements, all of which was available under the facility since there were no outstanding borrowings at December 31, 2024.

Revolving loans under the amended facility bear interest at either the base rate plus 2.0 % or the Secured Overnight Financing Rate plus 2.5 %.

The base rate equals the highest of the administrative agent’s prime rate, the Federal Funds Effective Rate plus 0.5 %, or 3.0 %.

The terms of the 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 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.

In addition, the Company must maintain an average daily cash balance of $ 5 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.

On November 21, 2024, the Company entered into a Second Amendment Agreement for the purpose of facilitating the issuance of new senior note debt, as discussed below, by increasing the amount of “Permitted Additional Unsecured Debt” from $ 45.0 million to $ 75.0 million.

At December 31, 2024 and December 31, 2023, we were in compliance with all debt covenants under the Revolving Credit Facility.

Key Equipment Finance Loan— On April 16, 2020, we entered into an equipment loan with Key Equipment Finance, a division of KeyBank, as lender, in the principal amount of approximately $ 4.7 million for the financing of existing underground and surface equipment (the “Equipment Loan”).

The Equipment Loan accrued interest at 7.45 % per annum and was payable in 36 monthly installments.

The outstanding principal balance was $ 0.6 million at December 31, 2022 and was repaid in full in April 2023.

Fletcher & Co.

Loan— On July 23, 2021 and November 24, 2021, we entered into equipment loans with J.

Fletcher & Co., as lender, in the principal amount of approximately $ 0.9 million and $ 3.9 million, respectively, for the financing of underground equipment (the “Fletcher Equipment Loan”).

The Fletcher Equipment Loan accrued interest at 0 % per annum and was payable in 24 monthly installments totaling $ 200 thousand.

In the third quarter of 2022, we obtained additional equipment loans of $ 4.4 million.

The 2022 loans accrued no interest and were payable in 24 monthly installments of $ 195 thousand.

The total outstanding principal balance of the Fletcher Equipment Loans was $ 1.9 million at December 31, 2023 and was repaid in full during 2024.

Komatsu Financial Limited Partnership Loan— On August 16, 2021, we entered into an equipment loan with Komatsu Financial Limited Partnership, as lender, in the principal amount of approximately $ 1.0 million for the financing of surface equipment (the “Komatsu Equipment Loan”).

Additional equipment loans of $ 0.7 million were entered into during October 2022.

The Komatsu Equipment Loan bears interest at 4.66 % per annum and is payable in 36 monthly installments of $ 36 thousand for the first six months and then at $ 28 thousand until maturity.

The outstanding principal balance of the Komatsu Equipment Loan was $ 0.2 million at December 31, 2024.

Brandeis Machinery & Supply Company— On January 11, 2022, we entered into equipment loans with Brandeis Machinery & Supply Company, as lender, in the principal amount of $ 1.4 million for the financing of surface equipment (the “Brandeis Equipment Loans”).

The Brandeis Equipment Loans bear interest at 4.8 % per annum and are payable in 48 monthly installments.

The outstanding principal balance of the Brandeis Equipment Loans was $ 0.2 million at December 31, 2024.

9.00% Senior Unsecured Notes due 2026— On July 13, 2021, we completed an offering of $ 34.5 million, in the aggregate, of the Company’s 9.00 % Senior Unsecured Notes due 2026 (the “Senior Notes due 2026”), less $ 2.4 million for issuance costs.

9.00% Senior Unsecured Notes due 2026 —On July 13, 2021, we completed an offering of $ 34.5 million, in the aggregate, of the Company’s 9.00 % Senior Unsecured Notes due 2026 (the “2026 Senior Notes”).

These notes mature on July 30, 2026, unless redeemed prior to maturity.

The 2026 Senior Notes bear interest at a rate of 9.00 % per annum, payable quarterly in arrears on the 30th day of January, April, July and October of each year, commencing on July 30, 2021.

We may redeem the Senior Notes due 2026 in whole or in part, at our option, at any time on or after July 30, 2023, 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 Senior Notes due 2026 included underwriters’ fees, attorney, accounting and filing costs totaling $ 2.4 million.

These costs are reported as a debt discount which is being amortized over the term of the Senior Notes due 2026 using an effective rate method.

We may redeem the 2026 Senior Notes in whole or in part, at our option, at any time on or after July 30, 2023, 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 2026 Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaling $ 2.4 million.

The outstanding principal remained at $ 34.5 million as of December 31, 2024 and was repaid in full on July 31, 2025 with the proceeds from the issuance of 8.250 % Senior Unsecured Notes due 2030 described below.

8.375% Senior Unsecured Notes due 2029— On November 27, 2024, the Company completed an offering of $ 50.0 million, in the aggregate, of 8.375 % Senior Unsecured Notes due 2029 (the “2029 Senior Notes”) and on December 11, 2024, the Company closed on an additional $ 7.5 million of aggregate principal amount of 2029 Senior Notes (the “2029 Senior Note Offering”).

The 2029 Senior Notes mature on November 30, 2029, unless redeemed prior to maturity.

The 2029 Senior Notes bear interest at a rate of 8.375 % per annum, payable quarterly in arrears on the 30th day of January, April, July and October of each year, commencing on January 30, 2025.

The Company may redeem the 2029 Senior Notes in whole or in part, at the Company’s option, at any time on or after November 30, 2026, 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 2029 Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaling $ 3.1 million.

These costs are reported as a debt discount which is being amortized over the term of the 2029 Senior Notes using the effective interest method.

The outstanding principal remains at $ 57.5 million;

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The effective interest rate is approximately 9.78 %.

8.375% Senior Unsecured Notes due 2029— On November 27, 2024, we completed an offering of $ 50.0 million, in the aggregate, of the Company’s 8.375 % Senior Unsecured Notes due 2029 and on December 11, 2024, we closed on an additional $ 7.5 million of aggregate principal (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, payable quarterly in arrears on the 30th day of January, April, July and October of each year, commencing on January 30, 2025.

We may redeem the Senior Notes due 2029 in whole or in part, at our option, at any time on or after November 30, 2026, 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 Senior Notes due 2029 included underwriters’ fees, attorney, accounting and filing costs totaling $ 3.1 million.

These costs are reported as a debt discount which is being amortized over the term of the Senior Notes due 2029 using an effective rate method.

8.250% Senior Unsecured Notes due 2030— On July 31, 2025, the Company completed a public offering of 8.250 % Senior Unsecured Notes due 2030 (the “2030 Senior Notes”) having an aggregate principal amount of $ 57.0 million with an option for the underwriters to purchase an additional $ 8.0 million of aggregate principal which was exercised by the underwriters on August 1, 2025 (the “2030 Senior Note Offering”).

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.

These costs are reported as a debt discount which is being amortized over the term of the 2030 Senior Notes using the effective interest method.

The outstanding principal remains at $ 65.0 million;

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The effective interest rate is approximately 9.62 %.

Ramaco Coal Deferred Purchase Price— On April 29, 2022, we acquired the assets of Ramaco Coal and entered into an agreement whereby an investment fund managed by Yorktown Partners, as lender, provided financing for the acquisition in the principal amount of $ 55.0 (the “Ramaco Coal Loan”).

The Ramaco Coal Loan accrued interest at 9 % per annum and was payable in seven quarterly installments of $ 5 million for each remaining quarter in 2022 and $ 10 million for each quarter in 2023 until maturity.

The outstanding principal balance of the Ramaco Coal Loan was $ 40.0 million at December 31, 2022.

The loan was repaid in full during 2023.

Financing of Maben Coal Acquisition – On September 23, 2022, we acquired 100 % of the equity interests of Maben Coal, LLC and entered into a secured loan with Investec Bank PLC in the amount of $ 21.0 million to pay a portion of the purchase price.

The loan accrued interest at the applicable secured overnight financing rate (“SOFR”) plus a margin of 3.0 % payable in cash, compounded monthly.

In January 2023, the Company started making monthly repayments of the outstanding principal in the amount of $ 800 thousand per month and made a balloon payment for the remaining amount on the maturity date of September 23, 2024.

The outstanding principal balance was $ 11.4 million at December 31, 2023.

The loan was repaid in full during 2024.

Current portion of long-term debt – The Company’s short-term debt at December 31, 2024 was comprised of $ 0.4 million due under equipment loans with a weighted average interest rate of approximately 4.7 % .

The Company’s short-term debt at December 31, 2023 was comprised of $ 42.5 million of revolver borrowings, which were repaid shortly after the start of 2024 using funds from current operations, $ 11.4 million of financing associated with the Maben Coal acquisition, and $ 2.6 million due under equipment loans.

The weighted average interest rate on these borrowings was approximately 7.4 % .

0.0% Convertible Senior Notes due 2031— On November 4, 2025 the Company completed a public offering of 0.0 % Convertible Senior Notes due 2031 (the “2031 Convertible Senior Notes”), having 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.

The Company used a portion of the net proceeds to fund the cost of entering into capped call transactions described within Note 8.

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.

The Company accounted for the 2031 Convertible Senior Notes as a single liability instrument, presented within Long-term debt, net on the Consolidated Balance Sheets.

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

These costs are reported as a debt discount which is being amortized over the term of the 2031 Convertible Senior Notes using the effective interest method.

The outstanding principal remains at $ 345.0 million;

however, the balance of the 2031 Convertible Senior Notes reported at December 31, 2025 was $ 334.8 million, which is net of unamortized issuance-related costs of $ 10.2 million.

The effective interest rate is approximately 0.52 %.

Concurrently with the Convertible Notes Offering, a delta placement of borrowed shares was conducted to facilitate hedging by certain investors.

The Company did not issue any shares in connection with this arrangement.

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

The amended facility (the “Revolving Credit 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.

Previously, the Second Amendment Agreement to the Second Amended and Restated Credit and Security Agreement dated November 21, 2024 had a maturity date of May 3, 2029 and an initial aggregate revolving commitment of $ 200.0 million as well as an accordion feature of $ 75.0 million.

On July 23, 2025, in order to facilitate the 2030 Senior Note Offering described above, the Company entered into a Third Amendment Agreement, which, among other things, permitted the Company to incur additional indebtedness in the form of unsecured notes to be issued in the 2030 Senior Note Offering in an aggregate principal amount not to exceed $ 100.0 million (the “2030 Unsecured Note Basket”), conditioned upon the full redemption of the Company’s 2026 Senior Notes, and reduced the amount of “Permitted Additional Unsecured Debt” from $ 75.0 million to $ 15.0 million plus the unused portion of the 2030 Unsecured Note Basket.

On August 5, 2025, the Company entered into a Fourth Amendment Agreement, which, among other things, amended the Credit Agreement by removing all negative covenants relating to the issuance of equity securities by the Company.

The borrowing base of the amended facility as of December 31, 2025 was $ 80.7 million based on eligible accounts receivable and inventory collateral and reserve requirements.

There were no outstanding borrowings on the Revolving Credit Facility at December 31, 2025.

Revolving loans under the amended facility bear interest at either the base rate plus 2.0 % or the Secured Overnight Financing Rate plus 2.5 %.

The base rate equals the highest of the administrative agent’s prime rate, the Federal Funds Effective Rate plus 0.5 %, or 3.0 %.

The effective interest rate for borrowings during 2025 was 6.83 %.

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

financing of surface equipment (the “Komatsu Equipment Loan”).

Additional equipment loans of $ 0.7 million were entered into during October 2022.

The Komatsu Equipment Loan bears interest at 4.66 % per annum and is payable in 36 monthly installments of $ 36 thousand for the first six months and then at $ 28 thousand until maturity.

The outstanding principal balance of the Komatsu Equipment Loan was less than $ 0.1 million and $ 0.2 million at December 31, 2025 and December 31, 2024, respectively.

The Brandeis Equipment Loans bear interest at 4.8 % per annum and are payable in 48 monthly installments.

The outstanding principal balance of the Brandeis Equipment Loans was less than $ 0.1 million and $ 0.2 million at December 31, 2025 and December 31, 2024, respectively.

Fair Value —The Company’s 2029 Senior Notes had an estimated fair value of $ 58.3 million and $ 58.1 million at December 31, 2025 and December 31, 2024, respectively.

The Company’s 2030 Senior Notes, which were issued on July 31, 2025, had an estimated fair value of $ 65.7 million at December 31, 2025.

The Company’s 2026 Senior Notes, which were repaid on July 31, 2025, had an estimated fair value of $ 35.6 million at December 31, 2024.

The Company’s 2031 Convertible Senior Notes, which were issued on November 4, 2025, had an estimated fair value of $ 292.9 million at December 31, 2025.

The fair values of the Company’s debt instruments were based publicly traded market prices and were considered a Level 2 measurement based on trading volumes.

The difference between the fair value and carrying amount of the Company’s remaining debts is not material due to the similarity between the terms of the debt agreements and prevailing market terms available to the Company.

Current Portion of Long-term Debt— The Company’s short-term debt at December 31, 2025 and December 31, 2024 comprised of $ 0.1 million and $ 0.4 million due under equipment loans with a weighted average interest rate of approximately 4.7 % for each period.

Insurance financing— The Company financed premium payments of $ 7.0 million associated with various insurance policies during 2025, which must be repaid to a third-party finance company in monthly installments over a one-year term.

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Interest expense recognized for financing lease liabilities was $ 1.5 million, $ 0.9 million, and $ 0.6 million in 2025, 2024, and 2023, respectively.

Operating lease expense was $ 0.4 million in 2024, $ 0.2 million in 2023, and $ 0.2 million in 2022.

Short-term lease costs were approximately $ 350 thousand in 2024 and were not material for prior periods.

Operating lease expense was $ 0.4 million, $ 0.4 million, and $ 0.2 million in 2025, 2024, and 2023, respectively.

Right-of-use assets and lease liabilities are determined as the present value of the lease payments, discounted using either the implicit interest rate in the lease or, more commonly, our estimated incremental borrowing rate based on similar terms, payments and the economic environment where the leased asset is located.

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Weighted average discount rate

During 2024, the Company also entered into a five-year lease of equipment for the purpose of reducing environmental waste, mainly water, incurred during certain mining operations, which is not reflected in the disclosures above because the commencement date has not occurred for accounting purposes as of December 31, 2024.

The lease commenced in February 2025 subsequent to the date of the financial statements.

Coal Leases and Associated Royalty Commitments —Leases of mineral reserves and related land leases are exempt from the lease accounting requirements addressed above.

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The Company initially distributed 8,201,956 shares of Class B common shares as well as additional restricted stock, restricted stock units, and performance stock units discussed below .

Class A Common Stock Issuance

On August 7, 2025, the Company completed an underwritten public offering, with Morgan Stanley & Co.

LLC and Goldman Sachs & Co.

LLC as underwriters, relating to the issuance of 10,666,667 shares of the Company’s Class A common stock at a price to the public of $ 18.75 per share.

The Underwriters purchased the shares of common stock at a price of $ 17.71875 per share.

The net proceeds were approximately $ 188.1 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.

The Company intends to use the net proceeds for the development of our rare earth elements and critical minerals project, for strategic growth opportunities, and for general corporate purposes.

Stock Repurchase Program

In December 2025, the Board of Directors authorized the repurchase of up to $ 100 million of Company's Class A common stock over a period of 24 months (the “2025 Stock Repurchase Program”).

Under the 2025 Stock Repurchase Program, the Company may repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise.

The Board of Directors also authorized the Company to enter into written trading plans under Rule 10b-18 of the Exchange Act with a third-party broker to facilitate the repurchase of its Class A common stock pursuant to the 2025 Stock Repurchase Program.

As of December 31, 2025, the Company had not repurchased any shares under the 2025 Stock Repurchase Program.

Stock-Based Compensation Awards

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Stock-based compensation expense for all stock-based awards totaled $ 17.6 million in 2025, $ 17.5 million in 2024, and $ 12.9 million in 2023.

Stock Options— We granted options for the purchase of a total of 937,424 shares of our common stock for $ 5.34 per share to two executives on August 31, 2016.

The options have a ten-year term from the grant date and are fully vested.

During the third quarter of 2022, options to purchase 20,000 shares of common stock options with an intrinsic value of $ 0.124 million were exercised, leaving a balance of options to purchase 917,424 shares of common stock at December 31, 2022.

During 2023, stock options of 183,484 shares of Class B awards were distributed to these individuals under the equitable adjustments discussed above.

During the fourth quarter of 2023, options to purchase 168,712 shares of Class A common stock were exercised and stock options for 33,742 shares of Class B common stock were exercised having a combined intrinsic value of $ 2.6 million.

The remaining options outstanding and unexercised at December 31, 2023 were 748,712 for Class A common stock and 149,742 for Class B common stock.

During the third quarter of 2024, options to purchase 100,000 shares of Class A common stock were exercised and stock options for 20,000 shares of Class B common stock were exercised having a combined intrinsic value of $ 0.6 million.

During the fourth quarter of 2024, stock options of 12,034 were distributed to these individuals for the non-cash dividend and stock dividend discussed later in this note.

The remaining options outstanding and unexercised at December 31, 2024 were 648,712 for Class A common stock and 141,776 for Class B common stock, which were in-the-money at December 31, 2023, having a total intrinsic value of $ 4.6 million.

No compensation expense was recognized for these awards in 2024, 2023, or 2022 as the awards became fully vested in previous years.

The following table summarizes the remaining stock-based awards outstanding, as well as activity for the periods:

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Outstanding at December 31, 2024

( 1,554,863 )

Outstanding at December 31, 2025

Class B common stock:

Initial distribution of Class B awards

Outstanding at December 31, 2023

2 unchanged sentences

Outstanding at December 31, 2024

* Does not include the attainment of 222 thousand Class A common shares to be issued for PSUs with the evaluation period ending on December 31, 2024.

** Does not include the attainment of 48 thousand Class B common shares to be issued for PSUs with an evaluation period ending on December 31, 2024.

Dividend of Class B awards to Class A holders

Dividend of Class B awards to Class B holders

Outstanding at December 31, 2025

* Does not include the attainment of approximately 504 thousand Class A common shares to be issued for PSUs with the evaluation period ending on December 31, 2025.

** Does not include the attainment of approximately 101 thousand Class B common shares to be issued for PSUs with an evaluation period ending on December 31, 2025.

The total fair value of awards vested was $ 6.8 million during 2025, $ 28.9 million during 2024, and $ 19.7 million during 2023, excluding the fair value of shares to be issued in 2025 for PSUs with an evaluation period ending on December 31, 2025, which was $ 10.3 million.

Stock Options— We granted options for the purchase of a total of 937,424 shares of our common stock for $ 5.34 per share to two executives on August 31, 2016.

The options have a ten-year term from the grant date and are fully vested.

During the third quarter of 2022, options to purchase 20,000 shares of common stock options with an intrinsic value of $ 0.1 million were exercised, leaving a balance of options to purchase 917,424 shares of common stock at December 31, 2022.

During 2023, stock options of 183,484 shares of Class B awards were distributed to these individuals under the equitable adjustments discussed above.

The remaining options outstanding and unexercised at December 31, 2023 were 748,712 for Class A common stock and 149,742 for Class B common stock.

During the fourth quarter of 2024, stock options of 12,034 were distributed to these individuals for the non-cash dividend and stock dividend discussed later in this note.

During the third quarter of 2025, options to purchase 150,000 shares of Class A common stock were exercised and stock options for 30,000 shares of Class B common stock were exercised having a combined intrinsic value of $ 0.8 million.

The remaining options outstanding and unexercised at December 31, 2025 were 498,712 for Class A common stock and 108,697 for Class B common stock, which were in-the-money at December 31, 2025, having a total intrinsic value of $ 2.7 million.

No compensation expense was recognized for these awards in 2025, 2024, or 2023 as the awards became fully vested in previous years.

Restricted Stock — We grant shares of restricted stock to certain senior executives, key employees and directors.

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At December 31, 2025, there was $ 10.5 million of total unrecognized compensation cost related to unvested performance stock units to be recognized over the weighted average period of 1.7 years.

The combined intrinsic value of the outstanding performance stock units for both classes, at target, was $ 12.5 million at December 31, 2024.

The intrinsic value of these awards if the performance period had ended on December 31, 2024 is estimated at approximately $ 18.3 million, including the $ 2.8 million of shares to be issued in 2025 for PSUs with an evaluation period that concluded on December 31, 2024 discussed earlier.

The fair value of performance stock unit awards that vested during 2025 was $ 2.2 million for Class A awards and $ 0.3 million for Class B awards.

The combined fair value of the outstanding performance stock units for both classes, at target, was $ 18.7 million at December 31, 2025, excluding the fair value of the awards with an evaluation period that concluded on December 31, 2025 of $ 10.3 million.

Performance stock units originally granted in 2022 were modified during the first quarter of 2023.

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Incremental value of $ 1.8 million resulted from the continued equity vesting provision included in the separation agreement applicable to the employee’s restricted stock awards, which was recognized as expense.

This amount was offset partially by the $ 0.6 million reversal of previously recognized compensation expense related to the pre-modified restricted stock award ($ 0.3 million) as well as the forfeiture of restricted stock units and performance stock units (collectively $ 0.3 million).

This amount was offset partially by the $ 0.6 million reversal of previously recognized

compensation expense related to the pre-modified restricted stock award ($ 0.3 million) as well as the forfeiture of restricted stock units and performance stock units (collectively $ 0.3 million).

Taxes Related to Stock Awards— The Company routinely allows employees to surrender common stock to pay estimated taxes upon the vesting or exercise of stock-based compensation awards.

The value of common stock tendered by employees is determined based on the price of the Company’s common stock at the time of relinquishment.

During 2024, employees surrendered approximately 0.9 million total shares for $ 10.6 million.

During 2023, employees surrendered approximately 0.7 million total shares for $ 7.3 million.

During 2022, employees surrendered approximately 0.2 million total shares for $ 3.2 million.

Employees surrendered approximately 0.1 million total shares for $ 3.5 million, 0.9 million total shares for $ 10.6 million, and 0.2 million total shares for $ 3.2 million during 2025, 2024, and 2023, respectively.

There were no other repurchases of common shares.

The Company declared a mix of cash and non-cash dividends to shareholders during 2024.

The Company declared $ 19.1 million of total cash dividends during 2024, which includes $ 12.1 million to Class A shareholders, and $ 6.2 million to Class B shareholders and $ 0.8 million of forfeitable dividends subject to the vesting conditions of outstanding restricted stock units and performance stock units.

During the fourth quarter of 2024, the Company declared and issued $ 6.4 million of non-cash dividends to Class A shareholders, totaling $ 6.0 million of Class B common shares and $ 0.4 million of Class B forfeitable dividend equivalent units.

The Company also declared and issued a $ 2.2 million non-cash dividend for its Class B shareholders, which included $ 2.1 million of Class B common shares and $ 0.1 million of Class B forfeitable dividend equivalent units.

The number of Class B common shares and units was determined based on the closing price of Class B stock on the December 2, 2024 record date.

The effect of both of these dividends was a reduction to retained earnings and an increase in Class B common stock and additional paid-in capital.

Lastly, during December 2024, the Company declared another $ 6.3 million of non-cash dividends to Class A shareholders, totaling $ 6.0 million of Class B common shares and $ 0.3 million of Class B forfeitable dividend equivalent units, which are to be issued on March 14, 2025 to shareholders of record on February 28, 2025, based on the closing price of Class B common stock on the record date.

The effect of this dividend was a reduction to retained earnings and an increase to accrued liabilities since, at the reporting date, the dividend represented a fixed dollar amount obligation to be settled with a variable number of equity shares.

Refer to Note 16 for additional information related to dividends that occurred subsequent to the date of the financial statements.

Dividends to holders of Class A common stock were declared in the total amount of approximately $ 0.55 per share during 2024 ($ 0.1375 per quarter).

Dividends to holders of Class B common stock were declared in the total amount of approximately $ 0.94 per share during 2024 ($ 0.242 , $ 0.2376 , $ 0.2246 , and $ 0.2364 per quarter).

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

For the full year 2024, the Company paid $ 24.6 million of cash dividends and dividend equivalents for both classes of common stock, including dividends and dividend equivalents accrued in prior reporting periods.

During 2023, cash dividends in the amount of $ 16.6 million, or approximately $ 0.375 per share on an aggregated basis ($ 0.125 per share for three quarterly dividends), were declared and paid to holders of common stock or Class A common stock.

On December 6, 2023, the Company announced that the Board of Directors declared a cash dividend on Class A common stock of $ 0.1375 per share to be paid on March 15, 2024 to shareholders of record on

March 1, 2024.

Dividends of $ 6.0 million were accrued in December 2023 for the cash dividend to be paid in March 2024.

The Company also paid cash dividends to holders of Class B common stock during 2023 based on 20 % of CORE royalty and infrastructure fees.

Cash dividends in the amount of $ 1.5 million, or approximately $ 0.165 per share of Class B common stock, were paid on September 15, 2023 to shareholders of record on September 1, 2023.

Cash dividends in the amount of $ 2.2 million, or $ 0.249 per share of Class B common stock, were paid on December 15, 2023 to shareholders of record on December 1, 2023.

For the full year 2023, the Company recognized $ 27.5 million of cash dividends declared against retained earnings for all classes of common stock, including $ 6.0 million of dividends declared in December 2023 to be paid in March 2024 and $ 1.2 million of forfeitable dividends subject to the vesting conditions of outstanding restricted stock units and performance stock units.

For the full year 2023, the Company paid $ 25.8 million of cash dividends for both classes of common stock, including amounts accrued in prior reporting periods.

For 2022, the Company recognized $ 23.1 million of cash dividends declared against retained earnings, or approximately $ 0.52 per share, including $ 5.5 million that were unpaid as of December 31, 2022.

For the full year 2022, the Company paid $ 20.0 million of cash dividends, including $ 2.5 million that were accrued at December 31, 2021.

Capped Call Transactions

In connection with the 2031 Convertible Senior Notes Offering described in Note 6, the Company purchased privately negotiated capped calls with certain financial institutions pursuant to capped call confirmations (collectively the “capped calls”).

The capped calls each have an initial strike price of $ 32.7375 per share, subject to certain adjustments, which corresponds to the initial conversion price of each of the 2031 Convertible Senior Notes.

The number of shares underlying the capped calls is approximately 10.5 million shares of Class A common stock.

The capped calls have an initial cap price of $ 54.5625 per share, subject certain adjustments.

By entering into the capped calls, the Company expects to reduce the potential dilution to its common stock (or, in the event the conversion is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion its stock price exceeds the conversion price under the Convertible Notes.

The capped calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company.

Additionally, the capped calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including changes in law, insolvency filings, and hedging disruptions.

As the capped calls represent separate transactions from the 2031 Convertible Senior Notes and qualify for a scope exception from derivative accounting for instruments that are both indexed to the issuer’s own stock and classified in stockholder’s equity in the Consolidated Balance Sheets, the aggregate amount paid for the capped calls of $ 32.8 million, inclusive of the premium, was recorded as a reduction to Additional paid-in capital in the Consolidated Balance Sheets and will not be remeasured.

As of December 31, 2025, we have not exercised any capped calls.

On December 8, 2022 , the Company announced that the Board of Directors declared a quarterly cash dividend of $ 0.1250 per share of Class A common stock, which was paid on March 15, 2023 to shareholders of record on March 1, 2023 .

On April 12, 2023 , the Company announced that the Board of Directors declared a cash dividend of $ 0.1250 per share of Class A common stock, which was paid on June 15, 2023 to shareholders of record on June 1, 2023 .

On July 31, 2023 , the Company announced that the Board of Directors declared a cash dividend of $ 0.1250 per share of Class A common stock and a cash dividend of $ 0.1654 per share of Class B common stock, which were each paid on September 15, 2023 to shareholders of record for each respective class of securities as of September 1, 2023 .

On October 16, 2023 , the Company announced that the Board of Directors declared a cash dividend of $ 0.1250 per share of Class A common stock and a cash dividend of $ 0.2487 per share of Class B common stock, which were each paid on December 15, 2023 to shareholders of record for each respective class of securities as of December 1, 2023 .

On December 6, 2023 , the Company announced that the Board of Directors declared a cash dividend on Class A common stock of $ 0.1375 per share of Class A common stock, which was paid on March 15, 2024 to shareholders of record on March 1, 2024 .

On February 1, 2024 , the Company announced that the Board of Directors declared a cash dividend of $ 0.2416 per share of Class B common stock, which was paid on March 15, 2024 to shareholders of record on March 1, 2024 .

On May 8, 2024 , the Company announced that the Board of Directors declared cash dividends of $ 0.1375 per share of Class A common stock and $ 0.2376 per share of Class B common stock, both of which were paid on June 15, 2024 to shareholders of record on June 1, 2024 .

On August 7, 2024 , the Company announced that the Board of Directors declared cash dividends of $ 0.1375 per share of Class A common stock, and a $ 0.2246 per share of Class B common stock, both of which were paid on September 13, 2024 to shareholders of record on August 30, 2024 .

On November 20, 2024 , the Company announced that the Board of Directors declared cash dividends of $ 0.1375 per share of Class A common stock and $ 0.2364 per share of Class B common stock, both of which were paid on December 16, 2024 to shareholders of record on December 2, 2024 .

On December 5, 2024 , the Company announced that the Board of Directors declared a quarterly stock dividend of $ 0.1375 per share of Class A common stock to be payable on March 14, 2025 to shareholders of record as of February 28, 2025 .

Class A holders received 0.015537 of one share of Class B common stock for each share of Class A common stock held on the record date which was determined by dividing $ 0.1375 by the February 28, 2025 Class B closing price of $ 8.85 .

On February 18, 2025 , the Company announced that the Board of Directors declared a quarterly cash dividend of $ 0.1971 per share on the Company’s Class B common stock.

The first quarter dividend was paid on March 14, 2025 , to shareholders of record on February 28, 2025 .

On March 17, 2025 , the Company announced that the Board of Directors declared a reduced quarterly stock dividend of $ 0.06875 per share of Class A common stock to be payable on June 13, 2025 to shareholders of record as of May 30, 2025 .

Class A holders received 0.009228 of one share of Class B common stock for each share of Class A common stock held on the record date which was determined by dividing $ 0.06875 by the May 30, 2025 Class B closing price of $ 7.45 .

On May 12, 2025 , the Company announced that the Board of Directors declared a quarterly cash dividend of $ 0.1811 per share on the Company’s Class B common stock.

The second quarter dividend was paid on June 13, 2025 , to shareholders of record on May 30, 2025 .

At the July 2025 Board meeting, the decision was made to suspend the quarterly Class A stock dividend.

On August 22, 2025 , the Company announced that the Board of Directors declared a quarterly stock dividend of $ 0.1918 per share on the Company’s Class B common stock to be payable on September 19, 2025 to shareholders of record on September 5, 2025 .

Class B holders received 0.011988 of one share of Class B common stock for each share of Class B common stock held on the record date which was determined by dividing $ 0.1918 by the September 5, 2025 Class B closing price of $ 16.00 .

On November 14, 2025 , the Company announced that the Board of Directors declared a quarterly stock dividend of $ 0.1780 per share on the Company’s Class B common stock to be payable on December 19, 2025 to shareholders of record on December 5, 2025 .

Class B holders received 0.014390 of one share of Class B common stock for each share of Class B common stock held on the record date which was determined by dividing $ 0.1780 by the December 5, 2025 Class B closing price of $ 12.37 .

NOTE 9—COMMITMENTS AND CONTINGENCIES

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Royalties or throughput payments are based on a percentage of the gross selling price received for the coal we mine.

Minimum royalty obligations under coal leases total $ 29.1 million and are broken down as follows:

$ 3.4 million for 2025, $ 3.4 million for 2026, $ 3.3 million for 2027, $ 3.3 million for 2028, $ 3.3 million for 2029, and $ 12.4 million thereafter.

Minimum royalty obligations under coal leases total $ 31.8 million consisting of, $ 3.7 million per year from 2026 through 2030 and $ 13.3 million thereafter.

Contingent Transportation Purchase Commitments —We secure the ability to transport coal through rail contracts and export terminals that are sometimes funded through take-or-pay arrangements.

As of December 31, 2024, the Company’s remaining commitments under take-or-pay arrangements totaled $ 16.1 million, which relates to a five-year contract that was entered into during 2023 having an original total commitment of $ 22.5 million.

The remaining commitment for this contract was $ 20.0 million as of December 31, 2023.

The five-year contract, which commenced on April 1, 2023 and runs through March 31, 2028, includes an annual minimum commitment of approximately $ 5 million for the remaining term.

The level of these commitments will be reduced at a per-ton rate as such rail and export terminal services are utilized against the required minimum tonnage amounts over the contract term stipulated in such rail and export terminal contracts.

As of December 31, 2025, the Company’s remaining commitments under take-or-pay arrangements totaled $ 12.3 million, the majority of which relates to a multi-year contract with total remaining commitments of $ 11.4 million until the terms expire in the first quarter of 2028.

The level of these commitments will generally be reduced at a per ton rate as such rail and export terminal services are utilized against the required minimum tonnage amounts over the contract term stipulated in such rail and export terminal contracts.

However, as of December 31, 2025, the Company had no expected volume shortfall resulting in a need for an accrued liability.

Litigation — From time to time, we are subject to various litigation and other claims in the normal course of business.

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Losses from certain injury-related matters are reasonably possible of occurring;

however, an estimate of the possible range of loss cannot be made at this time as no litigation has progressed sufficiently through discovery and development of

important facts and legal issues at this time.

however, an estimate of the possible range of loss cannot be made at this time as no litigation has progressed sufficiently through discovery and development of important facts and legal issues at this time.

While it is possible that liability will be assessed against us in the preparation plant purchase matter discussed below, we deem that possibility to be remote.

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On November 15, 2024, Justice Coal of Alabama, LLC (the “Plaintiff”) filed a complaint in the United States District Court for the Southern District of West Virginia, Beckley Division, against Ramaco Resources, Inc., Ramaco Development, LLC, and Maben Coal LLC.

On May 5, 2025, the United States District Court for the Southern District of West Virginia granted our Motion to Transfer Venue to the United States District Court for the Northern District of Alabama.

On June 3, 2025 Plaintiff amended its Complaint to add EMCOAL, Inc.

as a Defendant.

Plaintiff claims their sale of the Plant to EMCOAL, Inc.

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Plaintiff has sought damages for these alleged claims.

We filed a motion to dismiss on February 4, 2025 and that motion is currently pending before the Court.

We filed a motion to dismiss Plaintiff’s Amended Complaint against us on June 24, 2025 and that motion was subsequently denied.

We filed our Answer to the Amended Complaint on November 21, 2025.

The Court has directed the Parties to be ready for trial “by December 2026” with the trial date to be set in a subsequent Scheduling Order.

We believe we have meritorious defenses to all claims in this matter.

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We completed a permanent belt workaround and restored the preparation plant to its full processing capacity in mid-2019.

Our insurance carrier, Federal Insurance Company, disputed our claim for coverage based on certain exclusions to the applicable policy and, therefore, on August 21, 2019, we filed suit against Federal Insurance Company and Chubb INA Holdings, Inc.

Our insurance carrier, Federal Insurance Company, disputed our claim for coverage based on

certain exclusions to the applicable policy and, therefore, on August 21, 2019, we filed suit against Federal Insurance Company and Chubb INA Holdings, Inc.

in Logan County Circuit Court in West Virginia seeking a declaratory judgment that the partial silo collapse was an insurable event and to require coverage under our policy.

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On July 20, 2023, the court rendered a decision reinstating the jury’s $ 7.7 million contract damages verdict.

The court further determined that we are entitled to attorney’s fees in an amount to be determined on remand.

The court further determined that we are entitled to attorney fees in an amount to be determined on remand.

Finally, the court held that we are entitled to Hayseeds damages for wrongful denial of the claim but remanded for a new trial on the amount of such damages after affirming that the original $ 25 million award was excessive.

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On August 19, 2024, the Court issued a Memorandum Opinion and Order that the Hayseeds damages to be considered in the new trial would include annoyance and inconvenience up to October 2, 2023 with new discovery permitted for the time period of July 15, 2021 through October 2, 2023.

The Court also ordered Hayseeds damages to be considered for net economic loss caused by the defendant’s

delay in settlement be allowed for the time period of July 15, 2021 through October 2, 2023 with new discovery to be permitted for that time period.

The Court also ordered Hayseeds damages to be considered for net economic loss caused by the defendant’s delay in settlement be allowed for the time period of July 15, 2021 through October 2, 2023 with new discovery to be permitted for that time period.

The defendants fully paid the portion of the judgment related to contract (compensatory) damages in the court’s order and that portion of the matter is considered closed.

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On April 24, 2024, the Court stated Ramaco is entitled to reasonable attorney fees for both the appeal and the first trial, adding there will be a full Hayseeds trial under the timelines set forth above.

Regarding the court’s determination and award of attorney’s fees, the Company accrued a total loss recovery asset of approximately $ 3.9 million in Prepaid expenses and other on the Consolidated Balance Sheet and a corresponding reduction to Selling, general, and administrative expense on the Consolidated Statements of Operations during 2024.

The Company considers that it is probable to recover at least this amount of previously recognized attorneys’ fees expenses based on the developments above.

Regarding the court’s determination and award of attorney’s fees, the Company accrued an additional loss recovery asset of approximately $ 0.8 million during 2025, bringing the total loss recovery asset to approximately $ 4.7 million in Prepaid expenses and other on the Consolidated Balance Sheets as of December 31, 2025.

The corresponding reduction of $ 0.8 million during 2025 was to Selling, general, and administrative expense on the Consolidated Statements of Operations.

The Company considers that it is probable to recover at least this amount of previously recognized attorneys’ fees expenses based upon the developments above.

The matter is now pending before the District Court for a new trial for Hayseeds damages, as well as the court’s determination and award of attorney’s fees.

The trial date originally set for July 15, 2025 has been continued and we are currently awaiting a new scheduling order from the court.

Class Action Complaint for Violations of the Federal Securities Laws

On January 30, 2026, a putative class action complaint was filed against the Company, Randall Atkins, our Chief Executive Officer, and Jeremy Sussman, our Chief Financial Officer, alleging violations of Sections 10(b) and

20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder arising from allegedly materially false and/or misleading statements concerning the development and active mining status of the Company's Brook Mine rare earth and critical minerals project in Wyoming during the class period of July 31, 2025 through October 23, 2025.

The plaintiff seeks determination of class action status under Rule 23 of the Federal Rules of Civil Procedure, an award of compensatory damages against all defendants jointly and severally for all damages sustained (including interest), reasonable costs and expenses including counsel fees and expert fees, and such other relief as the court deems just and proper.

The case is pending in the United States District Court for the Southern District of New York and is captioned Lynn Henning, Individually And On Behalf Of All Others Similarly Situated v.

Ramaco Resources, Inc., Randall W.

Atkins, And Jeremy R.

Sussman, (Case No.

1:26-cv-00846) .

We believe we have meritorious defenses to all claims in this matter.

NOTE 10—REVENUES

Our revenue is derived from contracts for the sale of coal and is recognized when the performance obligations under the contracts are satisfied, which is at the point in time control is transferred to our customer.

Generally, domestic sales contracts have terms of about one year and the pricing is typically fixed.

Export sales have spot or term contracts, and pricing can be either a fixed price or a price derived against index-based pricing mechanisms.

North American revenue is made up of sales within the United States as well as sales into Canada.

Our revenue is derived from contracts for the sale of coal and is recognized when the performance obligations under the contract are satisfied, which is at the point in time control is transferred to our customer.

Generally, domestic sales contracts have terms of approximately one year and the pricing is typically fixed.

Export sales have spot or term contracts, and pricing can be either fixed or derived against index-based pricing mechanisms.

Sales completed with delivery to an export terminal are reported as export revenue.

Disaggregated information about our revenue is presented below:

Disaggregated information about Revenue by segment is presented below:

Year ended December 31,

(In thousands)

Metallurgical Coal Segment

North American revenue

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Total revenue

Annual revenues for 2024 include a $ 1.3 million net increase to revenue related to adjustments for performance obligations satisfied in a previous reporting period.

Annual revenues for 2025 include less than a $ 0.1 million net decrease to revenue related to adjustments for performance obligations satisfied in a previous reporting period.

These adjustments were due to true-ups of previous estimates for provisional pricing and demurrage as well as price adjustments for minimum specifications or qualities of delivered coal.

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Variable amounts, including index-based prices, have not been estimated for the purpose of disclosing remaining performance obligations as permitted under the revenue recognition guidance when variable consideration is allocated entirely to a wholly unsatisfied performance obligation.

Sales into individual foreign countries equaling or exceeding 10 % of our total revenues for 2024 included India and Germany, which represented 11 % and 10 % of 2024 revenues, respectively.

Sales into individual foreign countries equaling or exceeding 10 % of our total revenues for 2025 included Germany, which represented 11 % of 2025 revenues.

Sales into India and Germany were 11 % and 10 %, respectively, of 2024 revenues.

Sales into Germany, Canada, and Brazil were 14 %, 14 %, and 10 %, respectively, of 2023 revenues.

Sales into Canada and South Africa were 12 % and 10 %, respectively, of 2022 revenues.

Sales into Canada dropped to 3 % of total revenue in 2024.

The Company used the final export destination of the goods as the basis for these disclosures.

The Company has not recorded any revenues from the Rare Earths and Critical Minerals Segment.

NOTE 11—RELATED PARTY TRANSACTIONS

Mineral Lease and Surface Rights Agreements —Prior to the acquisition of Ramaco Coal, as discussed in Note 4, much of the coal reserves and surface rights that we controlled were acquired through a series of mineral leases and surface rights agreements with Ramaco Coal, who was a related party.

Royalties paid to Ramaco Coal in 2022 prior to the acquisition totaled $ 3.1 million.

Legal Services —Some of the professional legal services we receive are provided by Jones & Associates (“Jones”), a related party.

Legal services incurred for Jones in 2024, 2023, and 2022 totaled $ 0.1 million, zero , and $ 0.8 million, respectively.

Ramaco Coal Deferred Purchase Price— As part of the financing of the acquisition of Ramaco Coal provided by Yorktown Partners, as discussed in Note 4, we incurred interest expense of $ 1.8 million in 2023 and $ 3.0 million in 2022.

The outstanding principal balance of the Ramaco Coal Loan was repaid in full during 2023.

Refer to Note 7 for additional information regarding the terms of the financing.

In addition, the Company owed an additional $ 0.4 million to Yorktown Partners at December 31, 2023, which was included in Accounts payable on the Consolidated Balance Sheet.

No further amounts are owed to Yorktown Partners related to this matter.

Ramaco Foundation-- The Company made a charitable cash contribution of $ 1.0 million during 2022 to the Ramaco Foundation, which was recognized in Other income (expense), net , on the Consolidated Statement of Operations.

Legal services incurred for Jones in 2025, 2024, and 2023 totaled less than $ 0.1 million, $ 0.1 million, and zero , respectively.

Jones subsequently became the Company’s General Counsel on May 1, 2025.

Ramaco Foundation —During 2025, t he Company made a charitable cash contribution of $ 0.5 million to the Ramaco Foundation, which was recognized in Other income (expense), net , on the Consolidated Statements of Operations.

The Ramaco Foundation is an unconsolidated not-for-profit organization whose board of directors includes several members of the Company’s management and board of directors.

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All our operations are wholly within the United States, but our products are sold to customers worldwide.

Income tax expense consisted of the following:

Income tax expense (benefit) consisted of the following:

Years ended December 31,

(In thousands)

Current taxes:

Current taxes

Deferred taxes:

Deferred taxes

Provision for income tax expense (benefit), net

The items accounting for differences between income taxes computed at the federal statutory rate and the provision recorded for income taxes were as follows:

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Income taxes computed at the federal statutory rate

State taxes, net of federal benefits

State tax rate changes, net of federal benefits

State taxes, net of federal benefits (a)

Effect of changes in tax laws or rates

Nontaxable or nondeductible items

Percentage depletion

Stock-based compensation

162(m) compensation limitation

Foreign-derived intangible income deduction

There was a significant decrease in 2024 compared to 2023 in the foreign-derived intangible income deduction related to our worldwide sales, which was primarily due to the decrease in taxable income and other limitations.

During 2023, there was a significant increase in the foreign-derived intangible income deduction related to our worldwide sales compared to 2022.

The amount of excess tax benefits for stock-based compensation and subsequently the impact of IRC Section 162(m) for covered employees also increased in 2023 compared to 2022 due to stock exercises.

Stock-based compensation

Effect of cross-border tax laws

Other adjustments

(a) State taxes in West Virginia made up the majority of the tax effect in this category.

There was a significant decrease in 2025 and 2024 compared to 2023 in the foreign-derived intangible income deduction related to our worldwide sales, which was primarily due to the decrease in taxable income and other limitations.

Deferred tax assets and liabilities were as follows:

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Asset retirement obligations

Accrued expenses

Section 163(j) business interest limitation

Section 263A inventory capitalization

Accrued expenses

Stock-based compensation

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Deferred tax liabilities:

Property, plant, and equipment

Depreciation & amortization

Net deferred tax liabilities

As of December 31, 2024, there were no federal net operating loss carryforwards remaining.

Total state loss carryforwards were approximately $ 35 million.

The Company’s net operating loss carryforwards are not subject to statutory expiration.

As of December 31, 2025, the Company’s federal and state net operating loss carryforward were approximately $ 20.5 million and $ 48.0 million, respectively.

The majority of the Company’s net operating loss carryforwards are not subject to statutory expiration.

State net operating losses of $ 2.0 million and $ 3.9 million expire in 2036 and 2046, respectively.

No valuation allowance was recognized by the Company for deferred tax assets as of December 31, 2025 or December 31, 2024.

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Significant judgment is required in evaluating tax positions taken and determining the provision for income taxes.

As of December 31, 2024, we do not have any significant unrecognized tax benefits.

As of December 31, 2025, we do no t have any significant unrecognized tax benefits.

The tax years 2022 through 2024 remain subject to examination by the taxing authorities.

We are not currently under examination by any taxing authorities.

Cash paid for income taxes totaled $ 1.2 million, $ 0.8 million (before consideration of refunds received), and $ 15.5 million for 2024, 2023, and 2022, respectively.

The Company received a refund of $ 11.8 million during 2023, which drove the decrease in prepaid expenses and other current assets during 2023.

The Company made tax payments and received refunds as follows:

(In thousands)

West Virginia

Total cash paid for income taxes (net of refunds)

NOTE 13—EARNINGS (LOSS) PER SHARE

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The computation of basic and diluted EPS is shown on the following page:

(In thousands, except per share amounts)

Year ended December 31,

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Year ended December 31, 2025

Year ended December 31, 2024

June 21, 2023 - September 30, 2023

Dual class EPS calculations

Net earnings for basic and diluted earnings per common share

Convertible senior notes interest charge, net of tax

Net earnings for diluted earnings for diluted earnings per diluted share

Weighted average shares used to compute basic earnings per share

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Dilutive effect of performance stock units

Dilutive effect of non-cash dividend declared but not issued

Dilutive effect of conversion of Class B common stock to Class A common stock

Weighted average shares used to compute diluted earnings per share

Earnings per common share (dual-class)

Earnings per common share

1 - June 20, 2023

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However, dividends or dividend equivalents declared and charged to retained earnings for these awards reduce the amount of net earnings available for distribution to common stockholders and should be reflected as such under the two-class method.

The Company declared a non-cash dividend to Class A shareholders during the fourth quarter, which resulted in the issuance of 0.6 million shares of Class B common shares.

Since the dividend involved different classes of common stock, the distribution of the shares was accounted for prospectively for EPS purposes and the $ 6 million non-cash dividend was attributed to Class A net earnings under the two-class method.

A second non-cash dividend was declared to Class A shareholders in December 2024 and was accounted for similarly for EPS purposes except that the numbers of Class B shares had not been issued and were not determinable at December 31, 2024.

The Company estimated the number of Class B common shares and unvested awards for Class B diluted EPS purposes.

The Company also declared a non-cash dividend to Class B shareholders during the fourth quarter, which resulted in the issuance of 0.2 million shares of Class B common shares.

Since the Class B shareholders’ proportional interest in the Company’s overall net assets did not remain the same, the distribution of the shares was accounted for prospectively for EPS purposes and the $ 2 million non-cash dividend was attributed to Class B net earnings under the two-class method.

As described in Note 8, the Company declared a non-cash dividends to Class A shareholders in 2024 and 2025, which resulted in the issuance shares of Class B common shares.

Since the dividends involved different classes of common stock, the distributions of the shares were accounted for prospectively for EPS purposes and the non-cash dividends were attributed to Class A net earnings under the two-class method.

The December 5, 2024 non-cash dividends to Class A shareholders in the form of Class B common shares were not issued and were not determinable at December 31, 2024 such that the Company estimated the number of Class B common shares and unvested awards for Class B diluted EPS purposes at that time.

The Company also declared non-cash dividends to Class B shareholders during 2024 and 2025, which resulted in the issuance of Class B common shares.

Since the Class B shareholders’ proportional interest in the Company’s overall net assets did not remain the same after each issuance, the distribution of these shares were accounted for prospectively for EPS purposes and non-cash dividends were attributed to Class B net earnings under the two-class method.

For accounting purposes, Class B’s participation rights in net earnings are, in substance, discretionary based on the power of the Company’s Board of Directors to add or modify expense allocation policies, redefine CORE assets, and redetermine CORE’s per-ton usage fees at any time, in its sole discretion, without shareholder approval.

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The conversion right was evaluated for diluted EPS purposes under the if-converted method, which determines the potential dilutive effect, if any, on Class A shareholders assuming that conversion occurs.

The hypothetical conversion assumed to have occurred would have resulted in the issuance of approximately 8 million shares and potential common shares and 7.4 million shares and

potential common shares of Class A common stock for 2024 and 2023, respectively, based on year-to-date outstanding averages for those years, and would have effectively redistributed Class B’s net earnings to Class A.

For the year ended December 31, 2024, diluted EPS for Class A common stock excluded 313 thousand RSUs, 316 thousand PSUs at target, and the hypothetical conversion of Class B common stock into Class A common stock, as discussed above, because the effect would have been antidilutive.

For the year ended December 31, 2024, diluted EPS for Class B common stock excluded four thousand RSU equivalents and four thousand PSU equivalents because the effective would have been antidilutive.

The hypothetical conversion assumed to have occurred would have resulted in the issuance of approximately 7.2 million shares and potential common shares and 8.0 million shares and potential common shares of Class A common stock for 2025 and 2024, respectively, based on year-to-date outstanding averages for those years, and would have effectively redistributed Class B’s net earnings to Class A.

The hypothetical conversion of Class B common stock into Class A common stock, as discussed above, was excluded from the EPS calculation for each period presented as the effect would have been antidilutive.

In addition, antidilutive shares excluded from the dilutive EPS calculation are presented below:

Years ended December 31,

Antidilutive options

Antidilutive RSUs

Antidilutive PSUs (at target)

Antidilutive convertible senior notes

Diluted EPS for the period from January 1, 2023 through June 20, 2023, the period for which a single class of common stock existed, excluded all outstanding restricted stock units, or 684 thousand units in total, because the effect would have been antidilutive.

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For the period from June 21, 2023 through December 31, 2023, the hypothetical conversion of Class B common stock into Class A common stock was immaterial, and no other potential common shares were excluded from the computation of diluted EPS for either class of common stock.

Diluted EPS for 2022 excluded 249 thousand target performance stock units based on the guidance for contingently issuable shares.

NOTE 14—SEGMENT REPORTING

The Company generates revenue primarily through the production of metallurgical coal for sale to the steel industry.

Ramaco also generates revenue through the sale of coal purchased from third parties.

The Company’s chief operating decision maker (“CODM”), the chief executive officer, regularly reviews financial information at the consolidated level for the purpose of allocating resources and assessing operating results and financial performance.

Therefore, the Company has one operating and reportable segment.

The CODM uses consolidated net income as the segment profitability measure to evaluate the performance of its segment and make resource allocation decisions.

Consolidated net income is used by the CODM to assess operating performance of its Appalachian operations as well as to make decisions regarding capital investments, labor allocation, compensation, and resource development.

The CODM does not regularly review segment asset information at a different asset level or category than those disclosed within the consolidated balance sheet for the purpose of assessing performance and making resource allocation decisions.

Significant expenses regularly reviewed by the CODM include cost of sales as reported on the Company’s consolidated statements of operations.

Furthermore, significant expenses include more disaggregated cost of sales information, including cash cost of sales (on an FOB mine basis), transportation costs, and alternative mineral development costs, as shown in the following table:

Pursuant to ASC 280, operating segments are defined as components of an enterprise engaged in business activities from which it may recognize revenues and incur expenses, about which discrete financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

During the third quarter of 2025, the Company modified its segment structure largely as a result of activity at the Brook Mine during the period.

Beginning with the third quarter of 2025, the Company’s 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 (no operating segments have been

In conjunction with this change, prior period amounts have been recast to conform to this new segment reporting structure.

The Metallurgical Coal segment operates and develops high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia.

The Metallurgical Coal segment generates revenue primarily through the production of metallurgical coal for sale to the steel industry.

The Metallurgical Coal segment also generates revenue through the sale of coal purchased from third parties.

The Rare Earths and Critical Minerals segment operates the Brook Mine complex located in Sheridan, Wyoming, where the Company is developing rare earth and critical mineral operations in addition to performing initiatives related to coal-to-carbon based products and materials.

The Brook Mine is expected to be a future producer of refined rare earth and critical mineral products.

No revenues have been recognized from the Rare Earths and Critical Minerals segment.

The Company’s CODM, the chief executive officer , regularly reviews financial information at the segment level for the purpose of allocating resources and assessing operating results and financial performance.

The CODM uses Segment Adjusted EBITDA as management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources.

This measure enables the CODM to evaluate operational efficiency and segment performance by comparing current results to historical data, while also monitoring variances between actual results and forecasts to inform decisions on capital, personnel and other resource allocations across segments.

Segment Adjusted EBITDA is calculated as segment revenues less significant segment expenses, specifically, cost of sales (excluding transportation costs), transportation costs and selling, general and administrative expenses (excluding stock-based compensation expense), as well as certain other segment items.

Significant segment expenses and other segment items also exclude certain costs that are non-recurring, non-cash or are not related to the segments’ underlying business performance.

A reconciliation of total Segment Adjusted EBITDA to consolidated income or loss before income taxes is included in the tables below.

Certain current period costs are incurred at the corporate level and are allocated to the Company’s segments.

These costs generally include shared service functions such as legal, information technology, finance and accounting, sales, and executive management.

Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated that are deemed to best represent the expected benefit received by the operating segment.

The remaining unallocated corporate costs that are not attributed to the operating segments are reported within Corporate expenses and other as a reconciling item to our consolidated results.

Our allocation methodology is periodically evaluated and may change.

A similar allocation of shared service functions is not presented within the recasted prior period information as the benefit to the respective operating segment is not comparable to the current period.

The expenses associated with these shared service functions are presented within the Metallurgical Coal segment in the prior period.

As the Company’s CODM manages the Company’s assets on a consolidated basis, the CODM is not regularly provided asset information for the reportable segments.

The Company does not have any material long-lived assets located outside of the United States.

For all of the periods presented below, (i) the Company’s revenues were derived from U.S.-domiciled operations, and (ii) the Company did not have any intersegment revenues.

The CODM does not regularly review segment asset information at a different asset level or category than those disclosed within the Consolidated Balance Sheets for the purpose of assessing performance and making resource allocation decisions.

The following tables present the Company’s reportable segment information:

Year Ended December 31, 2025

(In thousands)

Significant segment expenses (a) :

Cash cost of sales (FOB mine)

Metallurgical Coal

REE & Critical Minerals

Significant segment expenses:

Cost of sales (exclusive of transportation costs)

Transportation costs

Alternative mineral development costs

Other cost of sales (b)

Cost of sales

(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(b) Other cost of sales includes idle costs.

Total capital expenditures (including accrued capital expenditures)

The consolidated statements of operations include a reconciliation from revenue to the segment profitability measure of consolidated net income, wherein the significant expenses above are all included within the cost of sales line.

Selling, general, and administrative (a)

Other segment items (b)

Segment Adjusted EBITDA

Corporate expenses (c)

Stock-based compensation

Asset retirement obligations accretion

Depreciation, depletion, and amortization

Other expense

Other non-operating

Interest expense, net

Income tax benefit (expense)

Net (loss) income

Segment capital expenditures

Other capital expenditures (d)

Total capital expenditures (including accrued capital expenditures and capitalized interest)

(a) The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses” and "Stock-based compensation" in the table above.

Other differences are the result of excluding certain other costs because they are non-recurring and are not related to the segments’ underlying business performance.

(b) "Other segment items" consists of items within "Other income (expense), net" on the Company's Consolidated Statements of Operations, less idle and other non-recurring costs that are not related to the segments' underlying business performance.

(c) Corporate expenses represent costs incurred at the corporate offices that are not specifically attributable to the reportable segments.

(d) Includes amounts not allocated to the reportable segments, primarily related to corporate capital expenditures.

Year Ended December 31, 2024

(In thousands)

Metallurgical Coal

REE & Critical Minerals

Significant segment expenses:

Cost of sales (exclusive of transportation costs) (a)

Transportation costs

Selling, general, and administrative (b)

Other segment items (c)

Segment Adjusted EBITDA

Corporate expenses (d)

Stock-based compensation

Asset retirement obligations accretion

Depreciation, depletion, and amortization

Other expenses

Interest expense, net

Income tax benefit (expense)

Net (loss) income

Segment capital expenditures

Other capital expenditures (e)

Total capital expenditures (including accrued capital expenditures and capitalized interest)

(a) The difference between this significant segment expense and “Cost of sales” within the Company’s Consolidated Statements of Operations relates to transportation costs, which are presented as a separate significant segment expense, and alternative mineral development costs, which are included in “Selling, general, and administrative” in the Rare Earths and Critical Minerals segment in the table above.

The presentation of these amounts conform to the current year presentation.

(b) The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses” and "Stock-based compensation" in the table above, and alternative mineral development costs described above.

(c) "Other segment items" consists of items within "Other income (expense), net" on the Company's Consolidated Statements of Operations, less idle and other non-recurring costs that are not related to the segments' underlying business performance.

(d) Corporate expenses represent costs incurred at the corporate offices that are not specifically attributable to the reportable segments.

(e) Includes amounts not allocated to the reportable segments, primarily related to corporate capital expenditures.

Year Ended December 31, 2023

(In thousands)

Metallurgical Coal

REE & Critical Minerals

Significant segment expenses:

Cost of sales (exclusive of transportation costs) (a)

Transportation costs

Selling, general, and administrative (b)

Other segment items (c)

Segment Adjusted EBITDA

Corporate expenses (d)

Stock-based compensation

Asset retirement obligations accretion

Depreciation, depletion, and amortization

Other expenses

Interest expense, net

Income tax benefit (expense)

Net (loss) income

Segment capital expenditures

Other capital expenditures (e)

Total capital expenditures (including accrued capital expenditures and capitalized interest)

(a) The difference between this significant segment expense and “Cost of sales” within the Company’s Consolidated Statements of Operations relates to transportation costs, which are presented as a separate significant segment expense, and alternative mineral development costs of $ 3.8 million, which are included in “Selling, general, and administrative” in the Rare Earths and Critical Minerals segment in the table above.

The presentation of these amounts conform to the current year presentation.

(d) Corporate expenses represent costs incurred at the corporate offices that are not specifically attributable to the reportable segments.

(e) Includes amounts not allocated to the reportable segments, primarily related to corporate capital expenditures.

NOTE 15—SUBSEQUENT EVENTS

On February 18, 2025, the Company announced that the Board of Directors declared a cash dividend of $ 0.1971 per share of Class B common stock, which will be payable on March 14, 2025 to shareholders of record on February 28, 2025.

On February 28, 2025, the Company’s Class B common stock closed at a price of $ 8.85 , which effectively fixed the number of Class B shares to be issued to Class A shareholders on March 14, 2025 related to the non-cash dividend declared during December 2024.

Based on the closing price, Class A shareholders will receive 0.0155 37 ($ 0.1375 per share divided by $ 8.85 per share) of one share of Class B common stock for each share of Class A common stock held on the February 28, 2025 record date.

On March 17, 2025, the Company announced that it has received a $ 6.1 million matching grant authorized by Wyoming Governor Mark Gordon and issued by the Wyoming Energy Authority for Ramaco’s Wyoming CORE (Carbon Ore Rare Earth) Brook Mine project.

The funding will match Ramaco’s significant future investment in constructing and equipping a rare earth and critical minerals pilot processing facility north of Sheridan, Wyoming.

On March 17, 2025, the Company announced that the Board of Directors declared a dividend in the amount of $ 0.06875 per share of Class A common stock, which will be paid in Class B common stock on June 13, 2025 to Class A shareholders of record on May 30, 2025.

The number of shares of Class B common stock to be distributed will be determined based on the closing price of Class B common stock on May 30, 2025.

On February 25, 2026, the Company announced that the Board of Directors declared a stock dividend of $ 0.1489 per share on the Company’s Class B common stock to be payable on March 27, 2026 to shareholders of record on March 13, 2026.

Given that this payment will occur in the form of Class B shares, Class B holders will receive a number of shares of Class B common stock for each share of Class B common stock determined by dividing $ 0.1489 by the closing transaction price of the Class B common stock on March 13, 2026.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On June 5, 2024, the Company notified Cherry Bekaert, LLP (“Cherry Bekaert”) of its dismissal, effective June 5, 2024, as the Company’s independent registered public accounting firm.

Cherry Bekaert served as the auditors of

the Company’s financial statements for the period from April 19, 2022, through June 5, 2024 (such dates take into account the acquisition of MCM CPAs & Advisors LLP by Cherry Bekaert effective October 31, 2023).

The reports of Cherry Bekaert on the financial statements of the Company for the fiscal years ended December 31, 2023 and 2022, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

The decision to change the independent registered public accounting firm was approved by the Audit Committee of the Board of Directors of the Company (the “Audit Committee”).

During the period from April 19, 2022 through June 5, 2024, the period during which Cherry Bekaert was engaged as the Company’s independent registered public accounting firm, there were no disagreements between the Company and Cherry Bekaert on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Cherry Bekaert, would have caused Cherry Bekaert to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s financial statements.

During the period from April 19, 2022 through June 5, 2024, the period during which Cherry Bekaert was engaged as the Company’s independent registered public accounting firm, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K), except that, as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, there was a material weakness in internal control over financial reporting for the fiscal year ended December 31, 2023, in the Company’s financial reporting related to a pervasive lack of sufficient documentation of accounting policies, procedures and controls which does not allow management to effectively assess its relevant risks and key controls to properly test for design and operating effectiveness.

This reportable event was discussed among the Audit Committee and Cherry Bekaert.

Cherry Bekaert has been authorized by the Company to respond fully to the inquiries of the successor independent registered public accounting firm concerning this reportable event.

The Company provided Cherry Bekaert with a copy of the above statements and requested that Cherry Bekaert furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree.

A copy of the letter from Cherry Bekaert addressed to the Securities and Exchange Commission dated as of June 6, 2024 is filed as Exhibit 16.1 to this Annual Report on Form 10-K.

On June 6, 2024, the Company appointed Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

During the period from January 1, 2022, through June 6, 2024, neither the Company nor anyone on behalf of the Company consulted with Grant Thornton regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue;

or (b) any matter that was the subject of a disagreement or a reportable event as defined in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

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 8. Financial Statements and Supplementary Data