Ramaco Resources, Inc. 10-K/A

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ Reports of Independent Registered Public Accounting Firms ( PCAOB ID Numbers 248 and 677 ) 107 Consolidated Balance Sheets 110 Consolidated Statements of Operations 111 Consolidated Statements of Equity 112 Consolidated Statements of Cash Flows 113 Notes to Consolidated Financial Statements 114 ​ ​ ​ 106 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Ramaco Resources, Inc. Opinion on the financial statements 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 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. 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical audit matter 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 We have served as the Company’s auditor since 2024. Tulsa, Oklahoma February 26, 2026 ​ 107 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Ramaco Resources, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Ramaco Resources, Inc. (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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting 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 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ​ Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ /s/ GRANT THORNTON LLP Tulsa, Oklahoma February 26, 2026 108 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Board of Directors and Stockholders of Ramaco Resources, Inc. Lexington, Kentucky ​ ​ Opinion on the Financial Statements 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 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 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 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 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 ​ ​ We have served as the Company’s auditor from 2022 until 2024 (such date takes into account the acquisition of MCM CPAs & Advisors LLP by Cherry Bekaert LLP effective October 31, 2023). ​ ​ Louisville, Kentucky March 14, 2024, with exception of Notes 12 and 14 for which the date is February 26, 2026 ​ ​ 109 Table of Contents Ramaco Resources, Inc. Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ December 31, In thousands, except share and per share information ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Assets ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ ​ $ 440,347 ​ $ 33,009 Accounts receivable ​ ​ 54,354 ​ 73,582 Inventories ​ ​ 87,155 ​ 43,358 Prepaid expenses and other ​ ​ 15,750 ​ 17,685 Total current assets ​ ​ 597,606 ​ 167,634 Property, plant, and equipment, net ​ ​ 511,943 ​ 482,019 Financing lease right-of-use assets, net ​ ​ ​ 15,763 ​ ​ 12,437 Advanced coal royalties ​ ​ 5,815 ​ 4,709 Other ​ ​ 9,442 ​ 7,887 Total Assets ​ ​ $ 1,140,569 ​ $ 674,686 Liabilities and Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ ​ $ 41,600 ​ $ 48,855 Accrued liabilities ​ ​ 54,724 ​ 61,659 Current portion of asset retirement obligations ​ ​ 1,797 ​ 1,035 Current portion of long-term debt ​ ​ 56 ​ 359 Current portion of financing lease obligations ​ ​ ​ 7,281 ​ ​ 6,218 Insurance financing liability ​ ​ ​ 4,042 ​ ​ 4,302 Total current liabilities ​ ​ 109,500 ​ 122,428 Long-term asset retirement obligations ​ ​ 33,122 ​ 30,052 Long-term equipment loans ​ ​ — ​ 57 Long-term financing lease obligations ​ ​ ​ 10,184 ​ 7,517 Long-term debt, net ​ ​ ​ 451,361 ​ ​ 88,135 Deferred tax liability, net ​ ​ 44,309 ​ 56,027 Other long-term liabilities ​ ​ ​ 8,527 ​ ​ 7,664 Total liabilities ​ ​ ​ 657,003 ​ 311,880 ​ ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.01 par value, 50,000,000 shares authorized, none issued or outstanding ​ ​ — ​ — Class A common stock, $ 0.01 par value, 225,000,000 shares authorized, 55,170,042 at December 31, 2025 and 43,824,999 at December 31, 2024 shares issued and outstanding ​ ​ ​ 445 ​ ​ 438 Class B common stock, $ 0.01 par value, 35,000,000 shares authorized, 10,998,695 at December 31, 2025 and 9,549,914 at December 31, 2024 shares issued and outstanding ​ ​ ​ 106 ​ ​ 95 Additional paid-in capital ​ ​ 483,326 ​ 292,739 Retained earnings (accumulated deficit) ​ ​ ( 311 ) ​ 69,534 Total stockholders' equity ​ ​ 483,566 ​ 362,806 Total Liabilities and Stockholders' Equity ​ ​ $ 1,140,569 ​ $ 674,686 ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 110 Table of Contents Ramaco Resources, Inc. Consolidated Statements of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, In thousands, except per-share amounts ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue $ 536,618 $ 666,295 $ 693,524 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales (exclusive of items shown separately below) ​ 453,389 ​ 533,293 ​ 493,793 Asset retirement obligations accretion ​ 1,667 ​ 1,465 ​ 1,403 Depreciation, depletion, and amortization ​ 68,155 ​ 65,615 ​ 54,252 Selling, general, and administrative ​ 69,363 ​ 49,286 ​ 48,831 Total costs and expenses ​ 592,574 ​ 649,659 ​ 598,279 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating (loss) income ​ ( 55,956 ) ​ 16,636 ​ 95,245 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense), net ​ 1,620 ​ 4,407 ​ 18,321 Interest expense, net ​ ( 7,804 ) ​ ( 6,123 ) ​ ( 8,903 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) Income before tax ​ ( 62,140 ) ​ 14,920 ​ 104,663 Income tax (benefit) expense ​ ( 10,694 ) ​ 3,728 ​ 22,350 Net (loss) income ​ $ ( 51,446 ) ​ $ 11,192 ​ $ 82,313 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share * ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic - Single class (through 6/20/2023) ​ $ — ​ $ — ​ $ 0.71 Basic - Class A ​ $ ( 0.99 ) ​ $ 0.11 ​ $ 1.06 Total ​ $ ( 0.99 ) ​ $ 0.11 ​ $ 1.77 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic - Class B ​ $ ( 0.43 ) ​ $ 0.50 ​ $ 0.42 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic - Single class (through 6/20/2023) ​ $ — ​ $ — ​ $ 0.70 Diluted - Class A ​ $ ( 0.99 ) ​ $ 0.11 ​ $ 1.03 Total ​ $ ( 0.99 ) ​ $ 0.11 ​ $ 1.73 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted - Class B ​ $ ( 0.43 ) ​ $ 0.47 ​ $ 0.40 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Refer to Notes 8 and 13 for dividends and earnings per common share information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 111 Table of Contents Ramaco Resources, Inc. Consolidated Statements of Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retained ​ ​ ​ ​ ​ ​ ​ ​ Class B ​ Additional ​ Earnings ​ Total ​ Common ​ Common Paid- (Accumulated Stockholders' In thousands ​ ​ ​ Stock * ​ Stock ​ ​ ​ in Capital ​ ​ ​ Deficit) ​ ​ ​ Equity Balance at January 1, 2023 ​ $ 442 ​ ​ — ​ ​ 168,711 ​ ​ 140,045 ​ ​ 309,198 Shares surrendered for withholding taxes ​ ​ ( 6 ) ​ ​ ( 1 ) ​ ​ ( 7,310 ) ​ ​ — ​ ​ ( 7,317 ) Stock options exercised (cashless) ​ ​ 1 ​ ​ — ​ ​ ( 1 ) ​ ​ — ​ ​ — Stock-based compensation ​ 3 ​ ​ — ​ 12,902 ​ — ​ 12,905 Stock dividend declared and distributed ​ ​ — ​ ​ 89 ​ ​ 102,831 ​ ​ ( 102,920 ) ​ ​ — Cash dividends and dividend equivalents declared ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 27,494 ) ​ ​ ( 27,494 ) Net income ​ — ​ ​ — ​ — ​ 82,313 ​ 82,313 Balance at December 31, 2023 ​ ​ 440 ​ ​ 88 ​ ​ 277,133 ​ ​ 91,944 ​ ​ 369,605 Shares surrendered for withholding taxes ​ ​ ( 8 ) ​ ​ ( 1 ) ​ ​ ( 10,572 ) ​ ​ — ​ ​ ( 10,581 ) Stock options exercised ​ ​ 1 ​ ​ — ​ ​ 533 ​ ​ — ​ ​ 534 Stock-based compensation ​ 5 ​ ​ — ​ 17,461 ​ — ​ 17,466 Non-cash dividends declared and distributed ​ ​ — ​ ​ 8 ​ ​ 8,495 ​ ​ ( 8,505 ) ​ ​ ( 2 ) Non-cash dividends declared but not distributed ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 6,350 ) ​ ​ ( 6,350 ) Cash dividends and dividend equivalents declared ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 19,058 ) ​ ​ ( 19,058 ) Dividend equivalent units forfeited ​ ​ — ​ ​ — ​ ​ ( 311 ) ​ ​ 311 ​ ​ — Net income ​ — ​ ​ — ​ — ​ 11,192 ​ 11,192 Balance at December 31, 2024 ​ ​ 438 ​ ​ 95 ​ ​ 292,739 ​ ​ 69,534 ​ ​ 362,806 Shares surrendered for withholding taxes ​ ​ — ​ ​ — ​ ​ ( 3,489 ) ​ ​ — ​ ​ ( 3,489 ) Stock options exercised ​ ​ 1 ​ ​ — ​ ​ 801 ​ ​ — ​ ​ 802 Stock-based compensation ​ 6 ​ ​ 1 ​ 17,562 ​ — ​ 17,569 Non-cash dividends declared and distributed ​ ​ — ​ ​ 10 ​ ​ 20,270 ​ ​ ( 13,934 ) ​ ​ 6,346 Non-cash dividends declared and not distributed ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 747 ) ​ ​ ( 747 ) Cash dividends and dividend equivalents declared ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 3,718 ) ​ ​ ( 3,718 ) Capped call purchase ​ ​ — ​ ​ — ​ ​ ( 32,810 ) ​ ​ — ​ ​ ( 32,810 ) Class A common stock equity issuance ​ ​ — ​ ​ — ​ ​ 188,253 ​ ​ — ​ ​ 188,253 Net loss ​ — ​ ​ — ​ — ​ ( 51,446 ) ​ ( 51,446 ) Balance at December 31, 2025 ​ $ 445 ​ $ 106 ​ $ 483,326 ​ $ ( 311 ) ​ $ 483,566 * Common stock was reclassified to Class A common stock during Q2 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Refer to Note 8 for additional information. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 112 Table of Contents Ramaco Resources, Inc. Consolidated Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, In thousands ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Cash flows from (used in) operating activities: ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 51,446 ) ​ $ 11,192 ​ $ 82,313 Adjustments to reconcile net income to net cash from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accretion of asset retirement obligations ​ 1,667 ​ 1,465 ​ 1,403 Depreciation, depletion, and amortization ​ 68,155 ​ 65,615 ​ 54,252 Amortization of debt issuance costs ​ 2,711 ​ 934 ​ 776 Stock-based compensation ​ 17,569 ​ 17,466 ​ 12,905 (Gain)/loss on disposal of assets ​ ​ 38 ​ ​ ( 18 ) ​ ​ — Other income - gain on insurance recoveries ​ ​ — ​ ​ — ​ ​ ( 10,192 ) Deferred income taxes ​ ( 11,718 ) ​ 1,675 ​ 18,714 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ 19,228 ​ 23,284 ​ ( 55,692 ) Prepaid expenses and other current assets ​ 12,059 ​ 1,869 ​ 14,361 Inventories ​ ( 43,797 ) ​ ( 6,195 ) ​ 7,810 Other assets and liabilities ​ ( 3,169 ) ​ ( 2,982 ) ​ ( 430 ) Accounts payable ​ ( 10,042 ) ​ ( 4,834 ) ​ 24,549 Accrued liabilities ​ 714 ​ 3,194 ​ 10,267 Net cash from operating activities ​ 1,969 ​ 112,665 ​ 161,036 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from (used in) investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ( 62,781 ) ​ ( 55,236 ) ​ ( 82,904 ) Land and mineral acquisition ​ ​ ( 18,544 ) ​ ​ — ​ ​ — Acquisition of Maben assets (bond recovery in 2023) ​ ​ — ​ ​ — ​ ​ 1,182 Insurance proceeds related to property, plant, and equipment ​ ​ 2 ​ ​ — ​ ​ 11,256 Maben preparation plant capital expenditures ​ ​ ( 1,717 ) ​ ​ ( 13,606 ) ​ ​ — Capitalized interest ​ ​ ( 1,209 ) ​ ​ ( 1,498 ) ​ ​ ( 1,137 ) Other ​ ​ 584 ​ ​ ( 495 ) ​ ​ ( 608 ) Net cash used in investing activities ​ ​ ( 83,665 ) ​ ​ ( 70,835 ) ​ ​ ( 72,211 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from (used in) financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from equity offering ​ ​ 189,000 ​ ​ — ​ ​ — Payment of equity offering costs ​ ​ ( 746 ) ​ ​ — ​ ​ — Proceeds from long-term debt issuances ​ ​ 398,483 ​ ​ 55,160 ​ ​ — Purchase of capped calls ​ ​ ( 32,810 ) ​ ​ — ​ ​ — Proceeds from borrowings ​ 52,000 ​ 141,500 ​ 130,000 Repayment of borrowings ​ ( 52,369 ) ​ ( 197,966 ) ​ ( 127,514 ) Repayments of senior notes ​ ​ ( 34,500 ) ​ ​ — ​ ​ — Repayment of Ramaco Coal acquisition financing - related party ​ ​ — ​ ​ — ​ ​ ( 40,000 ) Proceeds from stock options exercised ​ ​ 802 ​ ​ 534 ​ ​ — Payment of dividends ​ ​ ( 4,340 ) ​ ​ ( 24,602 ) ​ ​ ( 25,820 ) Repayments of insurance financing ​ ​ ( 7,276 ) ​ ​ ( 5,540 ) ​ ​ ( 5,207 ) Repayments of equipment finance leases ​ ​ ( 10,497 ) ​ ​ ( 8,636 ) ​ ​ ( 6,659 ) Payment of debt issuance costs ​ ​ ( 5,217 ) ​ ​ ( 657 ) ​ ​ — Shares surrendered for withholding taxes payable ​ ​ ( 3,489 ) ​ ​ ( 10,581 ) ​ ​ ( 7,317 ) Net cash from (used in) financing activities ​ 489,041 ​ ( 50,788 ) ​ ( 82,517 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net change in cash and cash equivalents and restricted cash ​ 407,345 ​ ( 8,958 ) ​ 6,308 Cash and cash equivalents and restricted cash, beginning of period ​ 33,823 ​ 42,781 ​ 36,473 Cash and cash equivalents and restricted cash, end of period ​ $ 441,168 ​ $ 33,823 ​ $ 42,781 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ ​ 440,347 ​ ​ 33,009 ​ ​ 41,962 Restricted cash ​ ​ 821 ​ ​ 814 ​ ​ 819 Total cash, cash equivalents and restricted cash ​ ​ 441,168 ​ ​ 33,823 ​ ​ 42,781 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for interest (net of amounts capitalized) ​ $ 8,063 ​ $ 4,756 ​ $ 8,113 Cash paid for income taxes ​ 2,242 ​ 1,228 ​ 771 Cash received for income tax refund ​ ​ 352 ​ ​ — ​ ​ 11,758 Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Leased assets under financing leases ​ 14,488 ​ 12,000 ​ 6,144 Capital expenditures included in accounts payable and accrued liabilities ​ 13,263 ​ 12,447 ​ 4,939 Financed insurance ​ ​ 7,016 ​ ​ 5,811 ​ ​ 5,803 Financed insurance (2022 adjustment recorded in 2023) ​ ​ — ​ ​ — ​ ​ ( 1,136 ) Accrued dividends and dividend equivalents payable ​ 757 ​ 7,085 ​ 7,198 ​ The accompanying notes are an integral part of these consolidated financial statements . ​ 113 Table of Contents Ramaco Resources, Inc. Notes to Consolidated Financial Statements NOTE 1—DESCRIPTION OF BUSINESS Ramaco Resources, Inc. (the “Company,” “Ramaco,” “we,” “us” or “our,”) is a Delaware corporation formed in October 2016. Our principal corporate and executive offices are located in Lexington, Kentucky with operational offices in Charleston, West Virginia and Sheridan, Wyoming. We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia. 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 Basis of Presentation and Consolidation —The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and U.S. Securities and Exchange Commission regulations. The financial statements are presented on a consolidated basis for all periods presented. All significant intercompany balances and transactions between consolidated entities have been eliminated in consolidation. Certain prior year amounts in the Notes to Consolidated Financial Statements have been adjusted to conform to current presentation. Use of estimates —The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates are related to the quantity and value of coal inventories, stock-based compensation, asset retirement obligations, occupational disease obligations, evaluation of long-lived assets for impairment, quantities and values of coal reserves, depletion and amortization, useful lives, and income taxes. Revenue Recognition —Our primary source of revenue is from the sale of coal through contracts with steel producers usually having durations of less than one year. Revenue is recognized when performance obligations under the terms of a contract with our customers are satisfied. This occurs when control of the coal is transferred to our customers. For coal shipments to domestic customers via rail, control is generally transferred when the railcar is loaded. Control is transferred for export coal shipments to customers via ocean vessel when the vessel is loaded at the port. 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. We do not include extended payment terms in our contracts. Our contracts with customers typically provide for minimum specifications or qualities of the coal we deliver. Variances from these specifications or qualities are settled by means of price adjustments. Generally, these price adjustments are settled within 30 days of delivery and are insignificant. Certain of our contracts with customers include provisions in which the price is derived from an index. 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 114 Table of Contents 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 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, 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 Cash ​ $ 35,635 ​ $ 33,009 U.S. Treasury securities ​ 404,712 ​ — Total cash & cash equivalents ​ $ 440,347 ​ $ 33,009 ​ 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. Coal inventories are valued at the lower of average cost or net realizable value, with cost determined on a first-in, first-out inventory valuation method. Coal inventory costs include labor, supplies, equipment costs, freight, operating overhead, depreciation and amortization. Coal inventory quantities are adjusted periodically based on aerial surveys of coal stockpiles. Lower of cost or net realizable value adjustments are made as market conditions warrant. Supply inventories are valued at average cost. Inventories consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Raw coal ​ $ 31,689 ​ $ 19,709 Saleable coal ​ ​ 48,522 ​ ​ 17,969 Supplies ​ 6,944 ​ 5,680 Total inventories ​ $ 87,155 ​ $ 43,358 ​ Property, Plant and Equipment —Property, plant and equipment is recorded at cost. Expenditures which extend the useful lives of existing plant and equipment are capitalized. Planned major maintenance costs which do not extend the useful lives of existing plant and equipment are expensed as incurred. When assets are retired or otherwise disposed, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposition is recognized in the Consolidated Statements of Operations. Exploration costs are expensed as incurred. 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. These costs include the costs of acquiring and accessing mineral reserves, resources and surface areas for mining activities. 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 115 Table of Contents 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. When components of capitalized mine development costs are replaced with new components, the Company capitalizes the replacement as a separate component and charges off the net book value of the component that was replaced at the cease-use date. If it is determined that an undeveloped mineral interest cannot be economically converted into proven and probable reserves, capitalized costs are assessed for impairment and future development costs are expensed as incurred. Operating expenditures, including certain professional fees and overhead costs, are not capitalized but are expensed as incurred. Mineral rights and capitalized mine development costs are depleted and amortized on a units-of-production basis as mining of that mine’s assigned reserves takes place. Depreciation of plant and equipment is calculated on the straight-line method over their estimated useful lives ranging from three to thirty years . 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. 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. Impairment of Long-lived Assets —We review and evaluate held-and-used long-lived assets, including property, plant and equipment and mine development costs, for impairment when events or changes in circumstances indicate that the asset or asset group’s carrying value may not be recoverable. Recoverability is measured by comparing the carrying amount of the asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the asset or asset group exceeds its estimated undiscounted future cash flows, an impairment loss is recorded for the excess of the carrying amount over the estimated fair value, if any. We may, under limited circumstances, idle mining operations in response to certain events or conditions. 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. Our asset retirement obligations primarily consist of spending estimates related to reclaiming metallurgical coal land and support facilities in accordance with federal and state reclamation laws as defined by each mining permit. Spending estimates are adjusted for inflation and then discounted at the credit-adjusted, risk-free rate. We record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. The liability is accreted to its present value over time and the capitalized cost is amortized using the units-of-production method over estimated recoverable reserves upon commencement of mining. We review our asset retirement obligations on at least an annual basis for significant changes in the estimated timing and/or amount of cash flows. Occupational Disease (Pneumoconiosis) Obligations . We recognize as a liability to provide for occupational disease (pneumoconiosis) benefits to eligible employees, former employees and dependents as required by the Federal Mine Safety and Health Act of 1969, as amended. The occupational disease benefit obligation represents the present value of the actuarially computed liabilities for such benefits over the employees’ applicable years of service. Estimating our occupational disease (pneumoconiosis) benefits obligation requires management to make estimates and judgments regarding timing and existence of a liability utilizing third-party actuaries to assist in preparing what constitutes adequate liability amounts. Inherent in the calculation are numerous assumptions and judgments including the ultimate costs, mortality factors, credit-adjusted discount rates, and timing of settlement. Adjustments to estimated liabilities due to changes in actuarial assumptions are recorded immediately in earnings in the period in which the change in estimate occurs. 116 Table of Contents Leases —We determine if an arrangement is or contains a lease at contract inception, and lease classification is determined at the commencement date. Leases are recognized on the balance sheet as right-of-use (“ROU”) assets and lease liabilities except for leases with a term of 12 months or less. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at commencement date based on the present value of the fixed lease payments over the lease term. The Company does not separate lease and non-lease components for all leases as permitted under the accounting guidance for leases. As most of our leases do not contain a readily determinable implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating and finance lease ROU assets also include lease prepayments made by the Company and are reduced by any lease incentives received by the Company prior to commencement. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For operating leases, lease expense is recorded in the income statement based on a straight-line recognition of the total fixed payments over the lease term. For finance leases, accretion of the liability is recognized as interest expense and the ROU asset is amortized separately on a straight-line basis similar to the depreciation of equipment owned by the Company. Leases of mineral reserves and the related land leases are exempted under U.S. GAAP from recognition on the Consolidated Balance Sheets. Fair Value Measurements — Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are recognized or disclosed at fair value are categorized in the fair value hierarchy based on the observability of the inputs utilized in the valuation. The levels of the hierarchy include: Level 1 - inputs are quoted prices in active markets for the identical assets or liabilities; Level 2 - inputs are other than quoted prices included in Level 1 that are directly or indirectly observable through market-corroborated inputs; and Level 3 - inputs are unobservable, or observable but cannot be market-corroborated, requiring us to make assumptions about pricing by market participants. The fair values of cash and cash equivalents, accounts receivable, restricted cash, and accounts payable approximate their carrying amounts at each reporting date. 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 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. The fair values of mineral rights were determined based on Level 3 inputs, which are generally unobservable, requiring the Company to make assumptions about future coal prices, capital expenditures, future coal production, costs of production, and an appropriate rate at which to discount the future cash flows. Income Taxes —Income tax expense (benefit) includes Federal and state income taxes. Certain income and expenses are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes. We account for deferred income taxes by applying statutory tax rates in effect at the reporting date of the balance sheet. 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 117 Table of Contents reversals of existing taxable temporary differences. The Company had no valuation allowances on the balance sheet as of December 31, 2025 and 2024. Uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We had no significant uncertain tax positions requiring liability recognition as of December 31, 2025 and 2024. We file income tax returns in the U.S. and in various state and local jurisdictions which may be routinely examined by tax authorities. The statute of limitations for examination of the Company’s tax filings by taxing authorities is currently open for tax returns filed for the year 2022 and thereafter. The Company recognizes penalties and accrued interest related to income tax matters in Other income (expense), net and Interest expense net , respectively, separately from the tax provision recorded in Income tax expense on the income statement. Stock-Based Compensation —Compensation cost for equity awards is based on the grant-date fair value of the award and is recognized over the requisite service period. For awards with graded vesting, the Company recognizes compensation cost on a straight-line basis over the requisite service period of the entire award. Forfeitures are recognized as they occur. The fair values of restricted stock and restricted stock unit awards having only a service condition were determined using the publicly-traded price of our common stock on the grant date. The fair value of performance stock units, which vest based on the achievement of relative total shareholder return goals, was determined on the date of grant based on a Monte Carlo simulation. The fair value of stock option awards was calculated using the Black-Scholes option-pricing model. 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 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 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. Financial instruments that potentially subject us to a significant concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. We monitor the credit ratings and concentration of risk with financial institutions on a continuing basis to safeguard our cash deposits. In addition, the Company is party to an arrangement that began in 2023 whereby our cash and cash equivalents are placed at various banks in amounts no greater than the $250,000 FDIC-insured limit to help safeguard against potential losses in the financial sector. We have a limited number of customers. Contracts with these customers provide for billings principally upon shipment and compliance with payment terms is monitored on an ongoing basis. Outstanding receivables beyond payment terms are promptly investigated and discussed with the specific customer. We estimate an allowance for credit losses by taking into consideration the age of past due accounts and an assessment of our customers’ ability to pay. An allowance for credit losses was not necessary as of December 31, 2025 and 2024. 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. 118 Table of Contents Recent Accounting Standards Updates In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). 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): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 require public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory, employee compensation, and depreciation, amortization, and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective starting with the Company’s 2027 annual financial statements and on a quarterly basis thereafter. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. 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 Property, plant, and equipment consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (In thousands) ​ 2025 ​ ​ ​ 2024 Plant and equipment ​ $ 390,359 ​ $ 331,899 Mining property and mineral rights ​ ​ 139,077 ​ ​ 120,532 Construction in process ​ 22,264 ​ 31,048 Capitalized mine development costs ​ 221,852 ​ 199,595 Less: accumulated depreciation, depletion, and amortization ​ ( 261,609 ) ​ ( 201,055 ) Total property, plant, and equipment, net ​ $ 511,943 ​ $ 482,019 ​ 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. 119 Table of Contents Depreciation, depletion, and amortization included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (In thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 Depreciation of plant and equipment ​ $ 43,348 ​ $ 37,283 ​ $ 30,913 Amortization of right of use assets (finance leases) ​ ​ 7,840 ​ ​ 10,414 ​ ​ 8,547 Amortization and depletion of capitalized ​ ​ ​ ​ ​ ​ ​ ​ ​ mine development costs and mineral rights ​ 16,967 ​ 17,918 ​ 14,792 Total depreciation, depletion, and amortization ​ $ 68,155 ​ $ 65,615 ​ $ 54,252 ​ ​ ​ NOTE 4—ASSET RETIREMENT OBLIGATIONS We estimate asset retirement obligations (“ARO”) for final reclamation based upon detailed engineering calculations of the amount and timing of the future cash spending for a third party to perform the required work. Amounts recorded related to asset retirement obligations were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (In thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Balance at beginning of year ​ $ 31,087 ​ $ 28,960 Additional asset retirement obligations acquired/incurred ​ 1,040 ​ 470 Expenditures made ​ ​ ( 58 ) ​ ​ ( 237 ) Accretion expense ​ 1,667 ​ 1,465 Revisions to estimates ​ 1,183 ​ 429 Balance at end of year ​ $ 34,919 ​ $ 31,087 ​ ​ ​ NOTE 5—ACCRUED LIABILITIES AND OTHER LIABILITIES Accrued liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (In thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Accrued payables ​ $ 23,652 ​ $ 24,590 Accrued compensation ​ ​ 20,188 ​ ​ 17,328 Accrued sales-related taxes ​ ​ 2,360 ​ ​ 5,248 Accrued dividends ​ 1,467 ​ ​ 6,660 Other accrued ​ 7,058 ​ 7,833 Total accrued liabilities ​ $ 54,724 ​ $ 61,659 ​ The Company sponsors a defined contribution plan to assist eligible employees in providing for their future retirement needs. Contribution expenses related to the plan totaled $ 3.9 million, $ 4.0 million, and $ 3.1 million for the years ended December 31, 2025, 2024, and 2023, respectively. ​ Other long-term liabilities were comprised primarily of worker’s compensation and occupational disease obligations discussed below. ​ Workers’ Compensation and Occupational Disease Obligations ​ We are self-insured for certain losses relating to workers’ compensation claims and occupational disease obligations under the Federal Mine Safety and Health Act of 1969, as amended. Starting in 2023, the Company also elected to self-insure employee medical expenses. We purchase insurance coverage to reduce our exposure to significant levels of these claims. 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 120 Table of Contents 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, $ 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, $ 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. Disclosures of net periodic benefit cost and estimated future cash payments related to occupational disease benefits have been omitted due to immateriality. ​ NOTE 6—DEBT Our outstanding debt consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (In thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Revolving Credit Facility ​ $ — ​ $ — Equipment loans ​ ​ 56 ​ ​ 416 Senior Notes, net ​ 116,592 ​ 88,135 Convertible Senior Notes, net ​ ​ 334,769 ​ ​ — Total debt ​ $ 451,417 ​ $ 88,551 Current portion of long-term debt ​ 56 ​ 359 Total long-term debt ​ $ 451,361 ​ $ 88,192 ​ 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 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. 121 Table of Contents 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; however, the balance of the Senior Notes due 2029 reported at December 31, 2025 was $ 54.9 million, which is net of unamortized issuance-related costs of $ 2.6 million. The effective interest rate is approximately 9.78 %. 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; however, the balance of the Senior Notes due 2030 reported at December 31, 2025 was $ 61.7 million, which is net of unamortized issuance-related costs of $ 3.3 million. The effective interest rate is approximately 9.62 %. 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. 122 Table of Contents 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. 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 123 Table of Contents 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. 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 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. The outstanding debt balance was $ 4.0 million at December 31, 2025, which is not reflected in the tables above or below. Maturities of our debt are presented below, which are $ 16.1 million higher than total debt on the balance sheet due to debt-related issuance costs to be accreted over future periods. ​ ​ ​ ​ ​ (In thousands) ​ ​ ​ Years ending December 31: ​ ​ ​ ​ 2026 ​ $ 56 2027 ​ — 2028 ​ ​ — 2029 ​ ​ 57,500 2030 ​ ​ 65,000 Thereafter ​ ​ 345,000 Total debt ​ $ 467,556 ​ ​ ​ ​ ​ 124 Table of Contents NOTE 7—LEASES ​ The Company has various finance leases for mining equipment, which generally include 3 - 5 year terms and expire through 2030. In addition, we have two operating leases for office space with initial terms of approximately five and six years that run through 2027 and 2030, respectively, including the office space in Charleston, WV that commenced in the first quarter of 2024 resulting in the recognition of an additional right-of-use asset and lease liability of approximately $ 1.0 million. ​ Amortization of right-of-use assets associated with finance leases was $ 7.8 million, $ 10.4 million, and $ 8.5 million in 2025, 2024, and 2023, respectively, as discussed in Note 3. 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, $ 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. Below is a summary of our leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) Classification ​ December 31, 2025 ​ December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ Right-of-use assets ​ ​ ​ ​ ​ ​ ​ Financing Financing lease right-of-use assets, net ​ $ 15,763 ​ $ 12,437 Operating Other assets ​ ​ 1,115 ​ ​ 1,324 Total right-of-use assets ​ ​ $ 16,878 ​ $ 13,761 ​ ​ ​ ​ ​ ​ ​ ​ Current lease liabilities ​ ​ ​ ​ ​ ​ ​ Financing Current portion of financing lease obligations ​ $ 7,281 ​ $ 6,218 Operating Accrued liabilities ​ ​ 355 ​ ​ 290 Non-current lease liabilities ​ ​ ​ ​ ​ ​ ​ Financing Long-term financing lease obligations ​ $ 10,184 ​ $ 7,517 Operating Other long-term liabilities ​ ​ 787 ​ ​ 1,091 Total lease liabilities ​ ​ $ 18,607 ​ $ 15,116 ​ ​ Minimum lease payments for our lease obligations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 (In thousands) ​ ​ ​ Financing ​ ​ ​ Operating ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Future minimum lease payments: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ $ 7,725 ​ $ 421 ​ $ 8,146 2027 ​ ​ 5,851 ​ ​ 405 ​ ​ 6,256 2028 ​ ​ 3,036 ​ ​ 225 ​ ​ 3,261 2029 ​ ​ 2,122 ​ ​ 226 ​ ​ 2,348 2030 ​ ​ 354 ​ ​ 31 ​ ​ 385 Thereafter ​ ​ — ​ ​ — ​ ​ — Total undiscounted lease payments ​ ​ 19,088 ​ ​ 1,308 ​ ​ 20,396 Less: Amounts representing interest ​ ​ ( 1,623 ) ​ ​ ( 166 ) ​ ​ ( 1,789 ) Present value of lease obligations ​ $ 17,465 ​ $ 1,142 ​ $ 18,607 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining term (years) ​ ​ 3.0 ​ ​ 3.1 ​ ​ ​ Weighted average discount rate ​ ​ 7.5 % ​ ​ 6.7 % ​ ​ ​ ​ 125 Table of Contents ​ Coal Leases and Associated Royalty Commitments —Leases of mineral reserves and related land leases are exempt from the lease accounting requirements addressed above. Refer to Note 9 for information regarding coal leases and associated royalty commitments. NOTE 8—EQUITY On June 12, 2023, an amendment to the Company’s amended and restated certificate of incorporation was approved by shareholder vote to reclassify the Company’s existing common stock as shares of Class A common stock and create a separate Class B common stock. We are authorized to issue up to a total of 225,000,000 shares of Class A common stock and 35,000,000 shares of Class B common stock as well as 50,000,000 shares of preferred stock, each having a par value of $ 0.01 per share. The initial distribution of Class B common stock occurred on June 21, 2023 via a stock dividend to existing holders of common stock as of May 12, 2023. On the date of initial distribution, each holder of common stock received 0.2 shares of Class B common stock for every one share of existing common stock held on the record date. Similar actions or modifications occurred for holders of outstanding stock-based awards. The distribution of the Class B common stock provides existing holders of the Company’s common stock with an opportunity to participate directly in the financial performance of the Company’s CORE assets on a stand-alone basis, separate from the Company’s metallurgical coal operations. CORE assets were acquired initially as part of the Company’s acquisition of Ramaco Coal in the second quarter of 2022. The financial performance of CORE assets consists of the following non-cost-bearing revenue streams based on the Company’s current expectations: ● Royalty fees derived from the royalties associated with the Ramaco Coal and Amonate reserves, which we believe approximates 3 % of Company-produced coal sales revenue excluding coal sales revenue from Knox Creek, ● Infrastructure fees based on $ 5.00 per ton of coal processed at our preparation plants and $ 2.50 per ton of loaded coal at the Company’s rail load-out facilities, and ● Future income derived, if and when realized, from advanced carbon products and rare earth elements initiatives. ​ The Company has paid dividends equal to 20 % of the total fees above; however, any dividend amounts declared and paid are subject to the sole discretion of the Company’s Board of Directors. ​ In addition, the Board of Directors retains the power to change or add expense allocation policies related to CORE, redefine CORE assets, and redetermine CORE’s per-ton usage fees at any time, in its sole discretion, without shareholder approval. Holders of shares of Class A common stock continue to be entitled to receive dividends when and if declared by the Board of Directors subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to outstanding preferred stock, if any. ​ CORE is not a separate legal entity, and holders of Class B common stock do not own a direct interest in the assets of CORE. Holders of Class B common stock are stockholders of Ramaco Resources, Inc. and are subject to all risks and liabilities of the Company as a whole. ​ With respect to voting rights, holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of the stockholders and are entitled to one vote per share. The holders of Class A common stock and Class B common stock do not have cumulative voting rights in the election of directors. Class B common stock does not have any specific voting rights or governance rights with respect to CORE. ​ With respect to liquidation rights, holders of common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of outstanding preferred stock, if any. That is, the rights to residual net assets upon liquidation are equal between holders of Class A and Class B common stock. Holders of Class B common stock do not have specific rights to CORE assets in the event of liquidation. ​ 126 Table of Contents Shares of Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to Class A common stock. The 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 exchange ratio determined by a 20 -day trailing volume-weighted average price for each class of stock. If conversion were to have occurred on December 31, 2025, the Company would have issued approximately 7.2 million shares of Class A common stock and potential common shares of Class A in exchange for Class B common shares and unvested awards. ​ The initial distribution of the tracking stock was recorded as a stock dividend at fair value, which was estimated to be $ 11.00 per share based on the closing price of Class B shares on the first day of regular-way trading. The effect of the equity restructuring was a $ 102.9 million reduction in retained earnings and an increase of $ 102.9 million to Class B common stock and additional paid-in capital during the second quarter of 2023. 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 Outstanding stock-based awards were reclassified to Class A common stock as part of the equity restructuring discussed above. In addition, pursuant to the terms of the Company’s outstanding stock-based awards, equitable adjustments were made in accordance with such terms, as discussed below, based on the same factor of 0.2 for every outstanding award. Since there were no changes in fair value, vesting conditions, or award classification, no incremental compensation expense resulted. Our Long-Term Incentive Plan (“LTIP”) is currently authorized by shareholders for the issuance of awards of up to approximately 10.9 million shares of common stock. As of December 31, 2025, there were approximately 3.3 million shares of common stock available for grant under the LTIP. In general, granted but unvested shares are forfeited upon termination of employment, unless an employee enters into another written arrangement. However, exceptions exist under certain circumstances upon a change in control event. Granted but unvested shares may not be sold, assigned, transferred, pledged or otherwise encumbered. As of December 31, 2025, we had four types of stock-based awards outstanding: stock options, restricted stock, restricted stock units, and performance stock units. 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. 127 Table of Contents The following table summarizes the remaining stock-based awards outstanding, as well as activity for the periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted Stock ​ ​ ​ Restricted Stock Units ​ ​ ​ Performance Stock Units ​ ​ ​ ​ Weighted ​ ​ ​ Weighted ​ ​ ​ Weighted ​ ​ ​ Average Grant ​ ​ Average Grant ​ ​ Average Grant Class A common stock: ​ Shares ​ ​ ​ Date Fair Value ​ Shares ​ ​ ​ Date Fair Value ​ Shares Date Fair Value Outstanding at December 31, 2023 1,708,354 ​ $ 5.66 601,248 ​ $ 11.30 767,054 ​ $ 19.43 Granted ​ 179,028 ​ 17.59 313,382 ​ 17.39 315,941 ​ 28.72 Vested ​ ( 1,554,863 ) ​ 5.17 ( 251,980 ) ​ 12.19 — ​ — Forfeited ​ ( 24,514 ) ​ 13.41 ( 13,314 ) ​ 12.01 ( 25,527 ) ​ 19.88 Outstanding at December 31, 2024 ​ 308,005 ​ $ 14.42 649,336 ​ $ 13.88 1,057,468 ​ $ 22.19 Granted ​ 355,192 ​ 9.78 732,730 ​ 9.80 775,823 ​ 15.13 Vested ​ ( 149,140 ) ​ 14.34 ( 268,881 ) ​ 13.23 ( 237,595 ) * 22.21 Forfeited ​ ( 47,972 ) ​ 13.40 ( 62,758 ) ​ 11.65 ( 82,258 ) ​ 19.06 Outstanding at December 31, 2025 ​ 466,085 ​ $ 11.17 1,050,427 ​ $ 11.33 1,513,438 * $ 18.74 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class B common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2023 ​ 341,683 ​ ​ ​ ​ 120,241 ​ ​ ​ ​ 153,404 ​ ​ ​ Dividend of Class B awards to Class A holders ​ 4,902 ​ ​ ​ ​ 10,056 ​ ​ ​ ​ 14,597 ​ ​ ​ Dividend of Class B awards to Class B holders ​ 877 ​ ​ ​ ​ 1,969 ​ ​ ​ ​ 3,519 ​ ​ ​ Vested ​ ( 310,956 ) ​ ​ ​ ​ ( 51,861 ) ​ ​ ​ ​ — ​ ​ ​ Forfeited ​ ( 3,210 ) ​ ​ ​ ​ ( 2,662 ) ​ ​ ​ ​ ( 5,105 ) ​ ​ ​ Outstanding at December 31, 2024 ​ 33,296 ​ ​ ​ ​ 77,743 ​ ​ ​ ​ 166,415 ​ ​ ​ Dividend of Class B awards to Class A holders ​ 4,719 ​ ​ ​ ​ 12,146 ​ ​ ​ ​ 24,955 ​ ​ ​ Dividend of Class B awards to Class B holders ​ 389 ​ ​ ​ ​ 882 ​ ​ ​ ​ 5,311 ​ ​ ​ Vested ​ ( 12,636 ) ​ ​ ​ ​ ( 38,093 ) ​ ​ ​ ​ ( 48,446 ) ** ​ ​ Forfeited ​ ( 1,105 ) ​ ​ ​ ​ — ​ ​ ​ ​ — ​ ​ ​ Outstanding at December 31, 2025 ​ 24,663 ​ ​ ​ ​ 52,678 ​ ​ ​ ​ 148,235 ** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * 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. 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. 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. 128 Table of Contents Restricted Stock — We grant shares of restricted stock to certain senior executives, key employees and directors. These shares vest over approximately one to three and a half years from the date of grant. During the vesting period, the participants have voting rights and may receive dividends. Upon vesting, the restricted stock becomes unrestricted common shares. The fair value of the restricted stock on the date of the grant is amortized ratably over the service period. At December 31, 2025, there was $ 2.7 million of total unrecognized compensation cost related to unvested restricted stock to be recognized over a weighted-average period of 1.9 years. The fair value of restricted stock awards that vested during 2025 was $ 1.3 million for Class A awards and $ 0.1 million for Class B awards. The fair value of the outstanding restricted stock awards was $ 8.4 million for Class A awards and $ 0.3 million for Class B awards based on the year-end 2025 closing stock prices. Restricted Stock Units— We grant shares of restricted stock units to certain senior executives and key employees. These share units vest ratably over approximately three years from the date of grant. During the vesting period, the participants have no voting rights and no dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest. Upon vesting and within 30 days thereafter, the recipient will receive one share of common stock for each stock unit. The grant date fair values of restricted stock units are recognized ratably over the service period. At December 31, 2025, there was $ 5.9 million of total unrecognized compensation cost related to unvested restricted stock units to be recognized over the weighted average period of 2.1 years. The fair value of restricted stock unit awards that vested during 2025 was $ 2.6 million for Class A awards and $ 0.3 million for Class B awards. The fair value of the outstanding restricted stock unit awards was $ 18.9 million for Class A awards and $ 0.6 million for Class B awards based on the year-end 2025 closing stock prices. Performance Stock Units— We grant shares of performance stock units to certain senior executives and key employees. These share units cliff-vest approximately three years from the date of grant based on the achievement of targeted performance levels related to pre-established relative total shareholder return goals. These performance stock units have the potential to be earned from 0 % to 200 % of target depending on actual results. During the vesting period, the participants have no voting rights and no dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest. Upon vesting and within 30 days thereafter, the recipient will receive one share of common stock for each stock unit. The Company’s performance stock units were valued relative to the stock price performance of a peer group of companies, which was based on a Monte Carlo simulation. The fair value of the performance stock units on the date of the grant is recognized ratably over the service period. 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 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. Modifications to these awards were made up primarily of changes in the composition of the peer group as well as changes in the way relative total shareholder return is evaluated against the updated peer group. The modification resulted in incremental fair value of $ 1.2 million, which was recognized as expense over 2023 and 2024. Performance stock units are accounted for as awards with a market condition since vesting depends on total shareholder return relative to a group of peer companies. Modification— The resignation of one of the Company’s executive officers and the separation agreement between the employee and the Company that occurred during the first quarter of 2024 resulted in a net charge to stock compensation expense of $ 1.2 million during the period. 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 129 Table of Contents 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. 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. 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. ​ Dividends ​ 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 . ​ 130 Table of Contents 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 Environmental Liabilities — Environmental liabilities are recognized when the expenditures are considered probable and can be reasonably estimated. Measurement of liabilities is based on currently enacted laws and regulations, existing technology and undiscounted site-specific costs. Generally, such recognition would coincide with a commitment to a formal plan of action. No amounts have been recognized for environmental liabilities. 131 Table of Contents Surety Bond — In accordance with state laws, we are required to post reclamation bonds to assure that reclamation work is completed. We also have a small amount of surety bonds that secure performance obligations. Bonds outstanding at December 31, 2025 totaled approximately $ 36.0 million. Coal Leases and Associated Royalty Commitments —We lease coal reserves under agreements that require royalties to be paid as the coal is mined and sold. Many of these agreements require minimum annual royalties to be paid regardless of the amount of coal mined and sold. Total royalty expenses were $ 21.9 million, $ 27.9 million, and $ 35.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. These agreements generally have terms running through exhaustion of all the mineable and merchantable coal covered by the respective lease. 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 $ 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, 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. Losses related to such contingencies are accrued when/if loss is probable and the amount is reasonably estimable. No losses have been accrued in the consolidated financial statements with respect to such matters. 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. 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. Preparation Plant Purchase In February 2024, we purchased a Preparation Plant (the “Plant”) from EMCOAL, Inc. for $ 3 million. After this purchase, the Plant was disassembled and transported to the Maben Complex for reassembly. 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. was not completed and thus EMCOAL, Inc. did not have the right to sell the Plant to us. As a result of Ramaco purchasing the Plant from EMCOAL, Inc., Plaintiff claims in the complaint we are liable for conversion, unjust enrichment, and negligence. Plaintiff has sought damages for these alleged claims. 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. Storage Silo Partial Failure On November 5, 2018, one of our three raw coal storage silos that fed our Elk Creek plant experienced a partial structural failure. A temporary conveying system completed in late-November 2018 restored approximately 80 % of our plant capacity. 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 132 Table of Contents 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. Defendants removed the case to the United States District Court for the Southern District of West Virginia, and upon removal, we substituted ACE American Insurance Company as a defendant in place of Chubb INA Holdings, Inc. The trial in the matter commenced on June 29, 2021, in Charleston, West Virginia. On July 15, 2021, the jury returned a verdict in our favor for $ 7.7 million in contract damages and on July 16, 2021, made an additional award of $ 25.0 million for damages for wrongful denial of the claim under Hayseeds, Inc. v. State Farm Fire & Cas. , 177 W. Va. 323, 352 S.E. 2d 73 (W. Va. 1986), including inconvenience and aggravation. On August 12, 2021, the defendants filed a post-trial motion for judgment as a matter of law or in the alternative to alter or amend the judgment or for a new trial. On March 4, 2022, the court entered its memorandum opinion and order on the motion reducing the jury award to a total of $ 1.8 million, including pre-judgment interest, and also vacated and set aside, in its entirety, the jury award of Hayseeds damages. The same day, the court entered the judgment in accordance with the memorandum opinion and order. On April 1, 2022, we filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit. 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 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. On August 3, 2023, the Defendants-Appellees filed a Petition of Rehearing and Rehearing En Banc with the Fourth Circuit. The petition was denied by order dated August 15, 2023. On August 29, 2023, the court clarified that the amount of attorney’s fees to be determined on remand included appellate fees. On September 8, 2023, the court entered its amended judgment, which awarded post-judgment interest on the previously awarded and reinstated verdict related to contract (compensatory) damages and the Fourth Circuit thereafter issued its mandate on October 2, 2023. 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 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. The Company recognized a $ 7.8 million gain during 2023, which was recorded in Other income (expense), net on the Consolidated Statements of Operations. Of this amount, $ 2.0 million was included in Insurance proceeds related to property, plant, and equipment as part of investing activities on the Consolidated Statements of Cash Flows and the remaining amount was included in operating activities. 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 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 133 Table of Contents 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 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 Revenue by segment is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (In thousands) ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Metallurgical Coal Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Coal Sales ​ ​ ​ ​ ​ ​ ​ North American revenue ​ ​ $ 196,963 ​ $ 221,664 ​ $ 227,484 Export revenue, excluding Canada ​ ​ 339,655 ​ 444,631 ​ 466,040 Total revenue ​ ​ $ 536,618 ​ $ 666,295 ​ $ 693,524 ​ 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. As of December 31, 2025, the Company had outstanding performance obligations of approximately 1.1 million tons for contracts with fixed sales prices averaging $ 142 per ton as well as 1.2 million of additional tons for contracts with index-based pricing mechanisms . The Company expects to satisfy approximately 97 % of the committed tons in 2026 and the remainder in 2027. 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 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. 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. 134 Table of Contents NOTE 11—RELATED PARTY TRANSACTIONS 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 2025, 2024, and 2023 totaled less than $ 0.1 million, $ 0.1 million, and zero , respectively. Mr. 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. Other Professional Services— The Company has also entered into professional services with four other related parties, which have been aggregated due to immateriality. Professional services incurred for these related parties were $ 0.2 million, $ 0.2 million, and $ 0.3 million in 2025, 2024, and 2023, respectively. NOTE 12—INCOME TAXES Ramaco Resources, Inc. is organized as a corporation under the laws of Delaware. Ramaco Resources, Inc. files a consolidated U.S. federal tax return with its wholly owned subsidiaries. All our operations are wholly within the United States, but our products are sold to customers worldwide. Income tax expense (benefit) consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Federal ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ $ 992 ​ $ 2,018 ​ $ 2,817 Deferred ​ ​ ( 12,221 ) ​ 1,746 ​ 17,323 State ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ 31 ​ 35 ​ 819 Deferred ​ 504 ​ ( 71 ) ​ 1,391 Total ​ $ ( 10,694 ) ​ $ 3,728 ​ $ 22,350 ​ The items accounting for differences between income taxes computed at the federal statutory rate and the provision recorded for income taxes were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Income taxes computed at the federal statutory rate ​ $ ( 13,049 ) ​ 21.0 % ​ $ 3,134 ​ 21.0 % ​ $ 21,938 ​ 21.0 % ​ ​ ​ ​ $ ​ ​ ​ ​ $ ​ ​ ​ ​ $ ​ State taxes, net of federal benefits (a) ​ ( 938 ) ​ 1.5 % ​ 214 ​ 1.4 % ​ 1,210 ​ 1.2 % Effect of changes in tax laws or rates ​ ​ 1,449 ​ ( 2.3 %) ​ ​ ( 166 ) ​ ( 1.1 %) ​ ​ 350 ​ 0.3 % Nontaxable or nondeductible items ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage depletion ​ ( 1,600 ) ​ 2.6 % ​ ( 2,410 ) ​ ( 16.1 %) ​ ( 1,717 ) ​ ( 1.6 %) 162(m) compensation limitation ​ ​ 2,126 ​ ( 3.4 %) ​ ​ 6,172 ​ 41.4 % ​ ​ 5,716 ​ 5.5 % Stock-based compensation ​ 504 ​ ( 0.8 %) ​ ( 3,299 ) ​ ( 22.1 %) ​ ( 3,395 ) ​ ( 3.3 %) Other ​ 317 ​ ( 0.5 %) ​ 397 ​ 2.7 % ​ 210 ​ 0.2 % Tax credits ​ ​ — ​ 0.0 % ​ ​ ( 21 ) ​ ( 0.1 %) ​ ​ ( 170 ) ​ ( 0.2 %) Effect of cross-border tax laws ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ IRC 250 FDII ​ ​ — ​ 0.0 % ​ ​ — ​ ​ ​ ​ ( 1,475 ) ​ ( 1.4 %) Other adjustments ​ 497 ​ ( 0.9 %) ​ ( 293 ) ​ ( 2.0 %) ​ ( 317 ) ​ ( 0.3 %) Total ​ $ ( 10,694 ) ​ 17.2 % ​ $ 3,728 ​ 25.0 % ​ $ 22,350 ​ 21.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) State taxes in West Virginia made up the majority of the tax effect in this category. 135 Table of Contents ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (In thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Deferred tax assets: ​ ​ ​ ​ Loss carryforwards U.S. - Federal/States ​ $ 6,693 ​ $ 1,798 Asset retirement obligations ​ 8,041 ​ 6,879 Section 163(j) business interest limitation ​ ​ — ​ ​ 340 Section 263A inventory capitalization ​ ​ 1,928 ​ ​ 1,156 Accrued expenses ​ 3,750 ​ 2,144 Stock-based compensation ​ 4,685 ​ 3,294 Other ​ ​ 134 ​ ​ — Total deferred tax assets ​ 25,231 ​ 15,611 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Depreciation & amortization ​ ( 69,540 ) ​ ( 71,638 ) Net deferred tax liabilities ​ $ ( 44,309 ) ​ $ ( 56,027 ) ​ 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. We are subject to federal, state, and local income taxes in the United States. Significant judgment is required in evaluating tax positions taken and determining the provision for income taxes. 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. The Company made tax payments and received refunds as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (In thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 U.S. Federal $ 2,240 ​ $ 750 ​ $ ( 10,935 ) State: ​ ​ ​ ​ ​ ​ ​ ​ ​ West Virginia ​ 1 ​ 381 ​ 250 Virginia ​ ​ ( 285 ) ​ ​ — ​ ​ — Other ​ ( 67 ) ​ 39 ​ 121 Total state ​ ​ ( 351 ) ​ ​ 420 ​ ​ 371 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total cash paid for income taxes (net of refunds) ​ $ 1,889 ​ $ 1,170 ​ $ ( 10,564 ) ​ ​ 136 Table of Contents NOTE 13—EARNINGS (LOSS) PER SHARE Earnings per share (“EPS”) is not presented retrospectively for periods prior to the issuance of the tracking stock as the tracking stock was not a part of the Company’s capital structure during those periods and the issuance of the tracking stock changes the common shareholders’ relative residual interest in the Company. Therefore, EPS is presented for the Company’s single class of common stock up to the time the tracking stock was issued. EPS is presented prospectively under the two-class method starting on the date of initial distribution of the tracking stock. Refer to Note 8 for information related to the Company’s tracking stock. ​ The computation of basic and diluted EPS is shown on the following page: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2025 ​ 2024 ​ 2023 Earnings attribution ​ ​ ​ ​ ​ ​ ​ ​ ​ Single class of common stock (through 6/20/2023) * ​ $ — ​ $ — ​ $ 31,382 Class A common stock ​ ​ ( 47,918 ) ​ ​ 4,892 ​ ​ 44,663 Class A restricted stock awards ​ ​ 82 ​ ​ 282 ​ ​ 1,897 Class B common stock ​ ​ ( 4,464 ) ​ ​ 4,288 ​ ​ 3,498 Class B restricted stock awards ​ ​ 17 ​ ​ 152 ​ ​ 144 Forfeitable dividends declared on unvested stock-based awards ​ ​ 837 ​ ​ 1,578 ​ ​ 729 Net income ​ $ ( 51,446 ) ​ $ 11,192 ​ $ 82,313 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Common stock and restricted stock participated in earnings 1 :1 and are shown on a combined basis through 6/20/2023 consistent with historical presentation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2025 ​ Year ended December 31, 2024 ​ June 21, 2023 - September 30, 2023 ​ ​ Class A ​ ​ ​ Class B ​ Class A ​ Class B ​ Class A ​ ​ ​ Class B Dual class EPS calculations ​ ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ Numerator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings for basic and diluted earnings per common share ​ $ ( 47,918 ) ​ $ ( 4,464 ) ​ $ 4,892 ​ $ 4,288 ​ $ 44,663 ​ $ 3,498 Add: Convertible senior notes interest charge, net of tax ​ ​ 212 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net earnings for diluted earnings for diluted earnings per diluted share ​ $ ( 47,706 ) ​ $ ( 4,464 ) ​ $ 4,892 ​ $ 4,288 ​ $ 44,663 ​ $ 3,498 Denominator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares used to compute basic earnings per share ​ 48,244 ​ 10,405 ​ ​ 42,986 ​ ​ 8,641 ​ 42,115 ​ 8,428 Dilutive effect of stock option awards ​ — ​ — ​ ​ 486 ​ ​ 87 ​ 482 ​ 111 Dilutive effect of restricted stock units ​ ​ — ​ ​ — ​ ​ 224 ​ ​ 35 ​ ​ 157 ​ ​ 48 Dilutive effect of performance stock units ​ ​ — ​ ​ — ​ ​ 916 ​ ​ 167 ​ ​ 436 ​ ​ 111 Dilutive effect of conversion of Class B common stock to Class A common stock ​ ​ — ​ ​ — ​ ​ — ​ ​ 104 ​ ​ — ​ ​ — Weighted average shares used to compute diluted earnings per share ​ ​ 48,244 ​ ​ 10,405 ​ ​ 44,612 ​ ​ 9,034 ​ ​ 43,190 ​ ​ 8,698 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ ( 0.99 ) ​ $ ( 0.43 ) ​ $ 0.11 ​ $ 0.50 ​ $ 1.06 ​ $ 0.42 Diluted ​ $ ( 0.99 ) ​ $ ( 0.43 ) ​ $ 0.11 ​ $ 0.47 ​ $ 1.03 ​ $ 0.40 ​ 137 Table of Contents ​ ​ ​ ​ ​ ​ Jan. 1 - June 20, 2023 ​ ​ Single Class Portion of 2023 Single class EPS calculations ​ ​ ​ Numerator ​ ​ ​ Net earnings ​ $ 31,382 Denominator ​ ​ ​ Weighted average shares used to compute basic earnings per share ​ 44,344 Dilutive effect of stock option awards ​ 381 Dilutive effect of restricted stock units ​ ​ — Dilutive effect of performance stock units ​ ​ 27 Weighted average shares used to compute diluted earnings per share ​ ​ 44,752 ​ ​ ​ ​ Earnings per common share (single class) ​ ​ ​ Basic ​ $ 0.71 Diluted ​ $ 0.70 ​ ​ Unvested restricted stock awards have the nonforfeitable right to receive cash dividends on the same basis as common shares; therefore, unvested restricted stock is considered a participating security for the purpose of calculating EPS. Prior to the issuance of Class B common stock, the Company presented its EPS for its common stock and unvested restricted stock on a combined basis since both instruments participated in net earnings on the same basis and the resulting EPS is typically the same. Starting under the two-class method, the Company reports separately the net earnings allocated away from holders of Class A and Class B common stock to holders of unvested restricted stock awards. ​ Unvested restricted stock units and performance stock units include forfeitable dividend rights that are subject to the vesting conditions of the underlying awards; therefore, these awards are not considered participating securities and should not be allocated undistributed earnings for the purpose of calculating EPS. 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. ​ 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. Therefore, no amount of the Company’s net earnings shall be allocated to Class B for the purpose of calculating EPS other than actual cash dividends declared during the period for the tracking stock. However, during 2025, dividends declared by the Company were in excess of consolidated net income, which resulted in an undistributed net loss for reporting purposes. The resulting undistributed net loss was allocated proportionately between outstanding Class A and Class B common stock based on the rights to residual net assets upon liquidation being equal between holders of Class A and Class B common stock. Refer to Note 8 for information regarding dividends declared on Class B common stock. 138 Table of Contents ​ Diluted EPS was calculated using the treasury stock method for stock options and restricted stock units. For performance stock units, the awards were first evaluated under the contingently issuable shares guidance, which requires a determination as to whether shares would be issuable if the end of the reporting period were the end of the contingency period. For shares determined to be issuable under performance stock unit awards, the treasury stock method was then applied to determine the dilutive impact of the awards, if any. Unvested restricted stock awards are considered potential common shares as well as participating securities, as discussed previously, and were included in diluted EPS using the more dilutive of the treasury stock method or the two-class method. Since these awards share in cash dividends on a 1 :1 basis with common shares, applying the treasury stock method would be antidilutive compared to the basic EPS calculation that allocates earnings to participating securities under the two-class method discussed previously. ​ As discussed in Note 8, the 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 exchange ratio determined by a 20-day trailing volume-weighted average price for each class of stock. 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 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, ​ ​ 2025 ​ 2024 ​ ​ Class A ​ Class B ​ Class A ​ Class B Antidilutive options ​ 498,712 ​ 108,697 ​ - ​ - Antidilutive RSUs ​ 1,109,161 ​ 71,464 ​ 313,382 ​ 4,325 Antidilutive PSUs (at target) ​ 1,513,438 ​ 273,383 ​ 315,941 ​ 4,361 Antidilutive convertible senior notes ​ 7,835,169 ​ - ​ - ​ - ​ ​ 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. In addition, diluted EPS for the same period excluded outstanding performance stock units originally granted in 2022, or 249 thousand units at target, based on the guidance for contingently issuable shares. 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. ​ ​ ​ NOTE 14—SEGMENT REPORTING 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 139 Table of Contents aggregated). 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. 140 Table of Contents The following tables present the Company’s reportable segment information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2025 (In thousands) ​ ​ Metallurgical Coal ​ ​ REE & Critical Minerals ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 536,618 ​ $ - ​ $ 536,618 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant segment expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales (exclusive of transportation costs) ​ ​ ( 378,062 ) ​ ​ - ​ ​ ( 378,062 ) Transportation costs ​ ​ ( 75,327 ) ​ ​ - ​ ​ ( 75,327 ) Selling, general, and administrative (a) ​ ​ ( 18,941 ) ​ ​ ( 18,355 ) ​ ​ ( 37,296 ) Other segment items (b) ​ ​ 5,101 ​ ​ 78 ​ ​ 5,179 Segment Adjusted EBITDA ​ ​ 69,389 ​ ​ ( 18,277 ) ​ ​ 51,112 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate expenses (c) ​ ​ ​ ​ ​ ​ ​ ​ ( 11,998 ) Stock-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ( 17,569 ) Asset retirement obligations accretion ​ ​ ​ ​ ​ ​ ​ ​ ( 1,667 ) Depreciation, depletion, and amortization ​ ​ ​ ​ ​ ​ ​ ​ ( 68,155 ) Other expense ​ ​ ​ ​ ​ ​ ​ ​ ( 5,559 ) Other non-operating ​ ​ ​ ​ ​ ​ ​ ​ ( 500 ) Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ( 7,804 ) Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ 10,694 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ ​ ​ ​ ​ ​ ​ $ ( 51,446 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment capital expenditures ​ $ 61,738 ​ $ 4,546 ​ $ 66,284 Other capital expenditures (d) ​ ​ ​ ​ ​ ​ ​ ​ 23 Total capital expenditures (including accrued capital expenditures and capitalized interest) ​ ​ ​ ​ ​ ​ ​ $ 66,307 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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. ​ ​ 141 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 (In thousands) ​ ​ Metallurgical Coal ​ ​ REE & Critical Minerals ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 666,295 ​ $ - ​ $ 666,295 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant segment expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales (exclusive of transportation costs) (a) ​ ​ ( 422,297 ) ​ ​ - ​ ​ ( 422,297 ) Transportation costs ​ ​ ( 106,241 ) ​ ​ - ​ ​ ( 106,241 ) Selling, general, and administrative (b) ​ ​ ( 25,904 ) ​ ​ ( 4,755 ) ​ ​ ( 30,659 ) Other segment items (c) ​ ​ 7,661 ​ ​ ( 1,522 ) ​ ​ 6,139 Segment Adjusted EBITDA ​ ​ 119,514 ​ ​ ( 6,277 ) ​ ​ 113,237 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate expenses (d) ​ ​ ​ ​ ​ ​ ​ ​ ( 5,916 ) Stock-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ( 17,466 ) Asset retirement obligations accretion ​ ​ ​ ​ ​ ​ ​ ​ ( 1,465 ) Depreciation, depletion, and amortization ​ ​ ​ ​ ​ ​ ​ ​ ( 65,615 ) Other expenses ​ ​ ​ ​ ​ ​ ​ ​ ( 1,732 ) Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ( 6,123 ) Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ( 3,728 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ ​ ​ ​ ​ ​ ​ $ 11,192 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment capital expenditures ​ $ 71,200 ​ $ 196 ​ $ 71,397 Other capital expenditures (e) ​ ​ ​ ​ ​ ​ ​ ​ 260 Total capital expenditures (including accrued capital expenditures and capitalized interest) ​ ​ ​ ​ ​ ​ ​ $ 71,657 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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. ​ ​ 142 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 (In thousands) ​ ​ Metallurgical Coal ​ ​ REE & Critical Minerals ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 693,524 ​ $ - ​ $ 693,524 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant segment expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales (exclusive of transportation costs) (a) ​ ​ ( 384,205 ) ​ ​ - ​ ​ ( 384,205 ) Transportation costs ​ ​ ( 105,739 ) ​ ​ - ​ ​ ( 105,739 ) Selling, general, and administrative (b) ​ ​ ( 28,426 ) ​ ​ ( 4,255 ) ​ ​ ( 32,681 ) Other segment items (c) ​ ​ 23,444 ​ ​ ( 1,145 ) ​ ​ 22,299 Segment Adjusted EBITDA ​ ​ 198,598 ​ ​ ( 5,400 ) ​ ​ 193,198 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate expenses (d) ​ ​ ​ ​ ​ ​ ​ ​ ( 7,094 ) Stock-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ( 12,905 ) Asset retirement obligations accretion ​ ​ ​ ​ ​ ​ ​ ​ ( 1,403 ) Depreciation, depletion, and amortization ​ ​ ​ ​ ​ ​ ​ ​ ( 54,252 ) Other expenses ​ ​ ​ ​ ​ ​ ​ ​ ( 3,978 ) Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ( 8,903 ) Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ( 22,350 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ ​ ​ ​ ​ ​ ​ $ 82,313 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment capital expenditures ​ $ 75,770 ​ $ 30 ​ $ 75,800 Other capital expenditures (e) ​ ​ ​ ​ ​ ​ ​ ​ 26 Total capital expenditures (including accrued capital expenditures and capitalized interest) ​ ​ ​ ​ ​ ​ ​ $ 75,826 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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. (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. ​ ​ ​ NOTE 15—SUBSEQUENT EVENTS 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. * * * * * 143 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.