What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-17 compared with 2024-03-14 · 353 added, 278 removed, 690 unchanged (48% of the section changed)

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm ( PCAOB ID 677 )

Reports of Independent Registered Public Accounting Firms ( PCAOB ID Numbers 248 and 677 )

Consolidated Balance Sheets

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Ramaco Resources, Inc.

Lexington, Kentucky

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.

(the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We 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, 2023, based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 14, 2024, expressed an adverse opinion.

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

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

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

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

Change in accounting principle

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

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 financial statements based on our audits.

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

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

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

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

Critical Audit Matters

The critical audit matters communicated below 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 our especially challenging, subjective, or complex judgments.

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

Critical Audit Matter – Asset Retirement Obligation Description

At December 31, 2023, the Company's asset retirement obligation ("ARO") liabilities totaled $29.0 million.

As discussed in Note 2 and Note 5 to the financial statements, the Company estimates its ARO liabilities 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.

The Company records an ARO asset associated with the discounted liability for final reclamation.

The obligation and corresponding asset are recognized in the period

in which the liability is incurred.

As changes in estimates occur, the revisions to the obligation and asset are recognized at the appropriate credit-adjusted, risk-free rate.

We identified the valuation of the asset retirement obligation as a critical audit matter because the estimate involves a high degree of subjectivity and auditing the significant assumptions utilized by management in estimating the amount of the liability requires judgment.

In particular, the obligation is determined using a discounted cash flow technique and is based upon mining permit requirements and various assumptions including discount rates, inflation rate, estimates of disturbed acreage and reclamation activities, timing of reclamation activities, and third-party reclamation costs.

How the Critical Audit Matter was Addressed in the Audit

Our principal audit procedures performed to address this critical audit matter included the following:

● We evaluated the methodology used, and tested the significant assumptions discussed above and the underlying data used by the Company in its estimate.

● We compared assumptions including the credit-adjusted risk-free rate and inflation rate to current market data.

In addition, to assess the estimates of disturbed acreage, timing of reclamation activities, and reclamation costs, we evaluated significant changes from the prior estimate.

● We utilized an external specialist to assist in our assessment of the Company's ARO liability.

As part of this effort, the specialist performed a selected observation of mine site operations, interviewed management’s engineering specialist, assessed the completeness of the mine reclamation estimate with respect to meeting mine closure and post closure plan regulatory requirements by comparing costs to permits on selected sites, and evaluated the reasonableness of the engineering estimates and assumptions.

Critical Audit Matter – Class B Common Stock Distribution Description

During the year ended December 31, 2023, the Company created a separate Class B common stock as discussed in Note 9 of the financial statements.

An initial distribution of this Class B common stock occurred on June 21, 2023, via a stock dividend to existing holders of common stock as of May 12, 2023.

At the date of 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 holders of the Class B shares have different dividend expectations that are subject to the sole discretion of the Company’s Board of Directors.

Also, the Class B shares do not represent a direct interest in a separate legal entity or direct interest in specific assets.

The accounting for this distribution and its effect on other areas of financial reporting involved complex accounting considerations including interpretive guidance.

The magnitude of the transaction and uniqueness of the characteristics of the Class B shares required significant research and judgment regarding accounting and disclosure conclusions.

How the Critical Audit Matter was Addressed in the Audit

Our principal audit procedures performed to address this critical audit matter included the following:

We read the related agreements and analyzed the terms of the Class B equity transaction.

● We evaluated management’s interpretation and application of the relevant accounting guidance in relation to the facts and circumstances involved and the conclusions reached regarding the accounting treatment for this transaction.

● We evaluated the disclosures surrounding the Class B shares and rights, earnings per share, and fair value, to ensure these were disclosed in accordance with the relevant accounting guidance.

/s/ Cherry Bekaert LLP

We have served as the Company’s auditor since 2022 (such date takes into account the acquisition of MCM CPAs & Advisors LLP by Cherry Bekaert LLP effective October 31, 2023)

Louisville, Kentucky

Critical audit matter

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

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

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

Earnings Per Share Computation and Disclosures

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

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

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

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

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

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

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

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

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

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

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

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2024.

Tulsa, Oklahoma

March 17, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Ramaco Resources, Inc.

Lexington, Kentucky

Board of Directors and Stockholders

Ramaco Resources, Inc.

Opinion on internal control over financial reporting

We have audited Ramaco Resources, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, because of the effect of the material weakness described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control–Integrated Framework (2013) issued by COSO.

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

We have audited the internal control over financial reporting of Ramaco Resources, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

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

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

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

Management identified a material weakness related to a pervasive lack of sufficient documentation of accounting policies, procedures, and controls.

This lack of sufficient documentation does not allow management to effectively assess its relevant risks and key controls to properly test for design and operating effectiveness.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 financial statements, and this report does not affect our report dated March 14, 2024, on those financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets and the related consolidated statements of operations, equity, and cash flows of the Company, and our report dated March 14, 2024, expressed an unqualified opinion.

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

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

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

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, 2024.

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

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 Report on Internal Control over Financial Reporting included in Item 9A–Controls and Procedures in the Company’s 2023 Annual Report on Form 10-K.

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.

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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 of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

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.

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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;

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;

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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/ Cherry Bekaert LLP

Louisville, Kentucky

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

March 17, 2025

Report of Independent Registered Public Accounting Firm

Stockholders and the Board of Directors of Ramaco Resources, Inc.

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, 2021, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

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

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

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

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 financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

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 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 financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

/s/ Crowe LLP

We served as the Company’s auditor from January 2022 through April 2022.

Houston, Texas

March 31, 2022

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 consolidated financial statements are free of material misstatement, whether due to error or fraud.

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

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

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

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

/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 Note 15 for which the date is March 17, 2025

Ramaco Resources, Inc.

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Current portion of long-term debt

Current portion of related party debt

Current portion of financing lease obligations

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Total current liabilities

Asset retirement obligations, net

Long-term debt, net

Long-term financing lease obligations, net

Long-term asset retirement obligations

Long-term equipment loans

Long-term financing lease obligations

Senior notes, net

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Preferred stock, $ 0.01 par value, 50,000,000 shares authorized, none issued or outstanding

Common stock, $ 0.01 par value, 260,000,000 shares authorized, 44,155,735 shares issued and outstanding at December 31, 2022 *

Class A common stock, $ 0.01 par value, 225,000,000 shares authorized, 44,002,581 shares issued and outstanding at December 31, 2023 *

Class B common stock, $ 0.01 par value, 35,000,000 shares authorized, 8,809,557 shares issued and outstanding at December 31, 2023

Class A common stock, $ 0.01 par value, 225,000,000 shares authorized, 43,824,999 at December 31, 2024 and 44,002,581 at December 31, 2023 shares issued and outstanding

Class B common stock, $ 0.01 par value, 35,000,000 shares authorized, 9,549,914 at December 31, 2024 and 8,809,557 at December 31, 2023 shares issued and outstanding

Additional paid-in capital

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Total Liabilities and Stockholders' Equity

* Common stock was reclassified to Class A common stock during Q2 2023.

Refer to Note 9.

The accompanying notes are an integral part of these consolidated financial statements.

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Diluted - Class B

* Refer to Note 14 for earnings per common share calculations

* Refer to Notes 9 and 14 for dividends and earnings per common share information

The accompanying notes are an integral part of these consolidated financial statements.

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Shares surrendered for withholding taxes

Stock-based compensation

Cash dividends declared

Balance at December 31, 2021

Shares surrendered for withholding taxes

Stock options exercised

Stock-based compensation

Cash dividends declared

Cash dividends and dividend equivalents declared

Balance at December 31, 2022

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Balance at December 31, 2023

Shares surrendered for withholding taxes

Stock options exercised

Stock-based compensation

Non-cash dividends declared and distributed

Non-cash dividend declared but not distributed

Cash dividends and dividend equivalents declared

Dividend equivalent units forfeited

Balance at December 31, 2024

* Common stock was reclassified to Class A common stock during Q2 2023 .

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Stock-based compensation

Loss on disposal of equipment

(Gain)/loss on disposal of equipment

Other income - gain on insurance recoveries

Other income - gain on sale of mineral rights

Other income - employee retention tax credit

Deferred income taxes

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Acquisition of Maben assets (bond recovery in 2023)

Acquisition of Amonate assets

Proceeds from sale of mineral rights

Insurance proceeds related to property, plant, and equipment

Maben preparation plant capital expenditures

Capitalized interest

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Cash flows from financing activities:

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

Proceeds from borrowings

Proceeds from stock options exercised

Payments of debt issuance cost

Payments of debt issuance costs (senior note debt)

Payment of dividends

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Shares surrendered for withholding taxes payable

Net cash (used for) provided by financing activities

Net cash used for financing activities

Net change in cash and cash equivalents and restricted cash

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Supplemental cash flow information:

Cash paid for interest (net of $ 1,137 and $ 1,061 capitalized in 2023 and 2022)

Cash paid for interest (net of amounts capitalized)

Cash paid for income taxes

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Financed insurance (2022 adjustment recorded in 2023)

Accrued dividends payable

Accrued dividends and dividend equivalents payable

The accompanying notes are an integral part of these consolidated financial statements .

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

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

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

Although conflicts overseas continue and global economic growth remains uncertain, supply constraints support the global metallurgical coal market.

Ongoing bans on the import of Russian coal have affected the availability of supply to certain seaborne markets as well as contributed to volatility in coal prices.

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

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

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

No estimates were constrained at December 31, 2024.

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, 2023 and December 31, 2022 were $ 0.8 million and $ 0.9 million, respectively, and consisted of funds held in escrow for potential future workers’ compensation claims.

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

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

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Coal inventory quantities are adjusted periodically based on aerial surveys of coal stockpiles.

Lower of cost or net realizable value adjustments were not material.

Lower of cost or net realizable value adjustments are made as market conditions warrant.

Supply inventories are valued at average cost.

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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.

Coal exploration costs are expensed as incurred.

Exploration costs are expensed as incurred.

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

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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 or amount of cash flows.

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 .

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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.

O ther Income —We recognized $ 5.4 million associated with the Coronavirus Aid, Relief and Economic Security Act Employee Retention Tax Credit as other income within the consolidated statements of operations for 2021.

Leases —We determine if an arrangement is or contains a lease at contract inception, and lease classification is determined at the commencement date.

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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.

Company does not separate lease and non-lease components for all leases as permitted under the accounting guidance for leases.

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.

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

The Company’s Senior Notes had an estimated fair value of $ 35.5 million and $ 36.3 million at December 31, 2023 and 2022, respectively.

The fair values of the Company’s Senior Notes were based on observable market prices and were considered a Level 2 measurement at December 31, 2023 and December 31, 2022 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.

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

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

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

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

Refer to Note 7 for additional information regarding debt.

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

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

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.

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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 uncertain tax positions requiring liability recognition as of December 31, 2023 and 2022.

We had no significant uncertain tax positions requiring liability recognition as of December 31, 2024 and 2023.

We file income tax returns in the U.S.

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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 2021 and thereafter.

The Company recognizes accrued interest related to income tax matters in interest expense, net, separately from the tax provision recorded in income tax expense on the income statement.

Segment Reporting —Our properties located in West Virginia and Virginia each consist of mineral reserves for production of metallurgical coal from both underground and surface mines.

These operations are within the Appalachian basin.

Geology, coal transportation routes to customers, regulatory environments and coal quality or type are characteristic to a basin.

For financial reporting purposes, these operations represent a single segment because each possesses similar production methods, distribution methods, and customer quality and consumption characteristics, resulting in similar long-term expected financial performance.

The Ramaco Coal acquisition in 2022, as discussed in greater detail in Note 4, provides the Company with royalty savings and controlled mineral rights near Sheridan, Wyoming.

This property includes a thermal coal deposit and permit and is currently undergoing mineral analysis and core drilling to assess potential concentrations of rare earth elements.

The property also includes a research and pilot facility related to the Company’s possible expansion into the manufacturing and commercialization of advanced carbon products and materials from coal.

Research and development expenses related to advanced carbon products and materials are not yet material for separate disclosure.

Ramaco is also a party to certain collaborative arrangements with government researchers and other organizations, which involve providing in-kind contributions such as ores, samples, feedstock, and services.

The activities at the Sheridan property represent a separate operating segment and have economic and geographic differences compared to the Company’s metallurgical operations in the Appalachian basin.

Nonetheless, these activities do not meet the significance tests for separate disclosure as a reportable segment at this time.

The chief operating decision maker does not regularly review segment asset information for the purpose of assessing performance and making resource allocation decisions.

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.

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

In 2023, 2022, and 2021, approximately 33 %, 58 %, and 51 %, respectively, of our revenue was derived from coal shipments to customers in North American markets.

The decrease in North American revenue in 2023 was due to sales within the United States.

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

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

During 2022, sales to two customers accounted for 21 % and 17 % of our revenues, or collectively 38 % of total revenue.

During 2021, sales to three customers accounted for 30 %, 15 %, and 13 % of our revenues, or

collectively 58 % of total revenue.

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

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An allowance for credit losses was not necessary as of December 31, 2024 and 2023.

Three customers accounted for 22 %, 19 %, and 15 %, of our trade receivables, or collectively 56 % of the Company’s accounts receivable balance at December 31, 2023.

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

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

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

Recent Accounting Standards Updates

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”).

The amendments in ASU 2023-06 clarify or improve disclosure and presentation requirements for a variety of topics, including debt and earnings per share.

The effective date for each amendment in ASU 2023-06 will be the effective date of the SEC’s removal of that related disclosure from existing SEC regulations, and each amendment should be applied prospectively after its effective date.

A material impact to our disclosures is not expected at this time since the Company is already subject to existing SEC disclosure requirements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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

2023-07, Segment Reporting (Topic 280):

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

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

The ASU also expands interim disclosure requirements such that nearly all annual quantitative segment disclosures will be made on an interim basis and requires that entities with a single reportable segment provide all segment disclosures that are not evident from the primary financial statements, including significant segment expenses, consistent with the approach used by management to evaluate performance.

ASU 2023-07 is effective starting with Ramaco’s 2024 annual financial statements and on a quarterly basis thereafter.

Retrospective application is required.

The Company is currently evaluating the impact of the ASU;

however, incremental disclosures will likely occur upon adoption.

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

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

Company’s disclosures.

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

Refer to Note 15 for new disclosures by the Company.

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

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

ASU 2023-09 is effective starting with Ramaco’s 2025 annual financial statements and may be applied prospectively to only the income tax disclosures

provided for 2025 or retrospectively by providing revised disclosures for all periods presented.

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

Early adoption is permitted.

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

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.

NOTE 3—PROPERTY, PLANT, AND EQUIPMENT

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

Mining property and mineral rights are made up primarily of significant asset acquisitions that occurred in 2022 and 2021.

Refer to Note 4 for more information.

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

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

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

Depreciation, depletion, and amortization included:

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

The purchase price was approximately $ 65 million, consisting of an initial payment of $ 10 million paid at closing and a deferred purchase price of $ 55 million paid during the remainder of 2022 in

$ 5 million ratable quarterly installments, and $ 10 million ratable quarterly installments paid in 2023 plus interest at a rate of 9 %.

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

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

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

Refer to Note 7 for a description of the acquisition financing.

The acquisition financing was repaid in full during 2023.

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

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

Refer to Note 7 for information regarding the acquisition financing.

Amonate Assets

In December 2021, we acquired what are referred to as the “Amonate Assets” from Coronado, pursuant to an asset purchase agreement.

The acquisition, for a total cash consideration of $ 30 million, included a mine complex located in McDowell County, West Virginia and Tazewell County, Virginia adjacent and contiguous to the Company’s existing Berwind Complex.

The acquisition primarily consists of high-quality, low and mid-vol metallurgical coal reserves and resources, much of which will be mined from the Company’s Berwind Complex.

Also purchased were several additional permitted mines and a currently idled 1.3 -million-ton per annum capacity coal preparation plant.

The Company paid an additional $ 0.6 million in 2023 for transaction-related costs, which was also included in investing activities since the delay in payment was due to administrative reasons rather than financing.

The acquisition financing was repaid in full during 2024.

NOTE 5—ASSET RETIREMENT OBLIGATIONS

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Balance at end of year

NOTE 6—ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES

NOTE 6—ACCRUED LIABILITIES AND OTHER LIABILITIES

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

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

The occupational disease benefit liability was calculated using a discount rate of 5.3 % and 5.6 % at December 31, 2023 and 2022, respectively.

As of December 31, 2023, the estimated aggregate liability for uninsured claims totaled $ 5.2 million, including $ 2.3 million of occupational disease obligations.

As of December 31, 2024, the estimated aggregate liability for claims 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 on the Consolidated Balance Sheet.

As of December 31, 2022, the estimated aggregate liability for uninsured claims totaled $ 3.6 million, including $ 1.5 million of occupational disease obligations.

In addition, the Company recognized an expected recovery asset of $ 1.5 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, 2023, the estimated aggregate liability totaled $ 5.2 million, including $ 2.3 million of occupational disease obligations.

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

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

The occupational disease benefit liability was calculated using a discount rate of 5.9 % and 5.3 % at December 31, 2024 and 2023, respectively.

Disclosures of net periodic benefit cost and estimated future cash payments related to occupational disease benefits have been omitted due to immateriality.

Our outstanding debt consisted of the following:

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Senior Notes, net

Financing of Ramaco Coal acquisition - Related party debt

Financing of Maben Coal acquisition

Current portion of long-term debt

Long-term debt, net

Revolving Credit Facility— On February 15, 2023, the Company entered into the Second Amended and Restated Credit and Security Agreement, which includes KeyBank National Association (“KeyBank”), and multiple lending parties.

The facility, which has a maturity date of February 15, 2026, provides an initial aggregate revolving commitment of $ 125.0 million as well as an accordion feature of $ 50 million subject to certain terms and conditions, including lender’s consent.

The borrowing base at December 31, 2023 was $ 91.1 million based on eligible accounts receivable and inventory collateral and reserve requirements.

The remaining availability under the facility at December 31, 2023, after $ 42.5 million of outstanding borrowings, was $ 48.6 million.

Revolving loans under the facility bear interest at either the base rate plus 1.50 % or the Secured Overnight Financing Rate plus 2.00 %.

Total long-term debt

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

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

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

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

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

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

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

In addition, the Company must maintain an average daily cash balance of $ 5 million, as determined on a monthly basis, in a dedicated account as well as an additional $ 1 million in a separate dedicated account to assure future credit availability.

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

In addition, the Company must maintain an average daily cash balance of $ 5 million, as determined on a monthly basis, in a dedicated account as well as an additional $ 1.5 million and $ 1.0 million in separate dedicated accounts to assure future credit availability.

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

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

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

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

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

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

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

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

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

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

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

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

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

The Komatsu Equipment Loan bears interest at 4.6 % 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 Komatsu Equipment Loan bears interest at 4.66 % per annum and is payable in 36 monthly installments of $ 36 thousand for the first six months and then at $ 28 thousand until maturity.

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

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

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

The Senior Notes mature on July 30, 2026, unless redeemed prior to maturity.

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

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

We may redeem the Senior Notes 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 costs for the Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaling $ 2.4 million.

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

We may redeem the Senior Notes due 2026 in whole or in part, at our option, at any time on or after July 30, 2023, or upon certain change of control events, at a redemption price equal to 100 % of the principal amount plus accrued and unpaid interest to, but not including, the date of redemption.

Issuance-related

costs for the Senior Notes due 2026 included underwriters’ fees, attorney, accounting and filing costs totaling $ 2.4 million.

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

The outstanding principal remains at $ 34.5 million;

however, the balance of the Senior Notes reported at December 31, 2023 was $ 33.3 million, which is net of unamortized discounts and issuance costs of $ 1.2 million.

however, the balance of the Senior Notes due 2026 reported at December 31, 2024 was $ 33.8 million, which is net of unamortized issuance-related costs of $ 0.7 million.

The effective interest rate is approximately 10.45 %.

Ramaco Coal Deferred Purchase Price— On April 29, 2022, we acquired the assets of Ramaco Coal (see Note 4) and entered into an agreement whereby an investment fund managed by Yorktown Partners, as lender, provided financing for the acquisition in the principal amount of $ 55.0 (the “Ramaco Coal Loan”).

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

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

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

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

We may redeem the Senior Notes due 2029 in whole or in part, at our option, at any time on or after November 30, 2026, at a redemption price equal to 100 % of the principal amount plus accrued and unpaid interest to, but not including, the date of redemption.

Issuance-related costs for the Senior Notes due 2029 included underwriters’ fees, attorney, accounting and filing costs totaling $ 3.1 million.

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

The outstanding principal remains at $ 57.5 million;

however, the balance of the Senior Notes due 2029 reported at December 31, 2024 was $ 54.4 million, which is net of unamortized issuance-related costs of $ 3.1 million.

The effective interest rate is approximately 9.78 %.

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

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

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The loan was repaid in full during 2023.

Financing of Maben Coal Acquisition – On September 23, 2022, we acquired 100 % of the equity interests of Maben Coal, LLC (see Note 4) and entered into a secured loan with Investec Bank PLC in the amount of $ 21.0 million to pay a portion of the purchase price.

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

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

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

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

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

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

The loan contains certain financial covenants, including minimum cash balance, leverage ratio, and interest coverage ratio requirements.

At December 31, 2023, we were in compliance with the financial covenants related to the loan.

Current portion of long-term debt – The Company’s short-term debt at December 31, 2023 was comprised of $ 42.5 million borrowed under the Revolving Credit Facility, which was repaid shortly after the balance sheet date using funds from current operations, $ 11.4 million of unpaid financing associated with the Maben Coal Acquisition, and $ 2.6 million due under equipment loans.

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

Insurance financing —The Company financed premium payments of $ 5.8 million associated with various insurance policies, which must be repaid to a third-party finance company in monthly installments over a one-year term.

The loan was repaid in full during 2024.

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

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

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

Insurance financing —The Company financed premium payments of $ 5.8 million associated with various insurance policies during 2024, which must be repaid to a third-party finance company in monthly installments over a one-year term.

The outstanding debt balance was $ 4.3 million at December 31, 2024, which is not reflected in the tables above or below.

Maturities of our debt are presented below, which are $ 1.2 million higher than total debt on the balance sheet due to discounts and issuance costs to be accreted over future periods.

Maturities of our debt are presented below, which are $ 3.8 million higher than total debt on the balance sheet due to debt-related issuance costs to be accreted over future periods.

(In thousands)

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The Company has various finance leases for mining equipment, which generally include 3 - 5 year terms and expire through 2028.

In addition, we have one operating lease for office space with a term of approximately five years that runs through 2027.

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 million.

Amortization of right-of-use assets associated with finance leases was $ 10.4 million, $ 8.5 million, and $ 4.8 million in 2024, 2023, and 2022, respectively, as discussed in Note 3.

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

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 our estimated incremental borrowing rate based on similar terms, payments and the economic environment where the leased asset is located.

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

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:

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Current portion of financing lease obligations

Accrued expenses

Accrued liabilities

Non-current lease liabilities

Long-term portion of financing lease obligations

Long-term financing lease obligations

Other long-term liabilities

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Weighted average discount rate

During 2023, the Company also entered into a lease of office space in Charleston, WV, which is not reflected in the disclosures above because the commencement date has not occurred for accounting purposes.

The lease will be recognized at a later date when the space is ready to be occupied by the Company.

The term of the lease is expected to be in the range of 6 - 8 years .

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

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

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

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● Future income derived, if and when realized, from advanced carbon products and rare earth elements initiatives.

The Company expects to pay a dividend equal to 20 % of the total fees above;

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.

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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, 2024, the Company would have issued approximately 9 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.

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As of December 31, 2024, there were approximately 4.7 million shares of common stock available for grant under the LTIP.

The one-time distribution of Class B has no bearing on the authorization 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 for certain executives that are entitled to accelerated vesting if terminated without cause.

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.

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

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

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

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

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

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Average Grant

For Class A common stock:

Class A common stock:

Date Fair Value

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Outstanding at December 31, 2022

( 1,695,234 )

Outstanding at December 31, 2023

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Outstanding at December 31, 2024

For Class B common stock:

Initial distribution of Class B awards - June 21, 2023

Class B common stock:

Initial distribution of Class B awards

Outstanding at December 31, 2023

The total fair value of awards vested was $ 19.7 million during 2023, $ 11.0 million during 2022, and $ 5.1 million during 2021.

Dividend of Class B awards to Class A holders

Dividend of Class B awards to Class B holders

Outstanding at December 31, 2024

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

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

The total fair value of awards vested was $ 28.9 million during 2024, $ 19.7 million during 2023, and $ 11.0 million during 2022, excluding the fair value of shares to be issued in 2025 for PSUs with an evaluation period ending on December 31, 2024, which was $ 2.8 million.

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

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

The value of these awards if the performance period had ended on December 31, 2023 is estimated at approximately $ 27 million.

In addition, performance stock units granted in 2022 were modified during the first quarter of 2023.

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

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 is recognized as expense over 2023 and 2024.

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

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

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

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

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

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

There were no other repurchases of common shares.

Dividends in the amount of $ 16.6 million, or approximately $ 0.375 per share on an aggregated basis ($ 0.125 per share for three quarterly dividends), were declared and paid to holders of common stock or Class A common stock during 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 to be paid on March 15, 2024 to shareholders of record on March 1, 2024.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

March 1, 2024.

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

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

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

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

Refer to Note 15 for information regarding dividends declared for holders of Class B common stock subsequent to the date of the financial statements.

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

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

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

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

For the full year 2023, the Company paid $ 25.8 million of cash dividends for both classes of common stock, including $ 5.5 million that were accrued at December 31, 2022.

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

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

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

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

NOTE 10—COMMITMENTS AND CONTINGENCIES

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

Refer to Note 12 for information regarding related party transactions.

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, 2023, the Company’s remaining commitments under take-or-pay arrangements totaled $ 20.2 million, most of which relates to a five-year contract that was entered into during 2023 with a total remaining commitment of $ 20.0 million.

The five-year contract, which runs from April 1, 2023 through March 31, 2028, includes an annual minimum commitment of $4.5 million.

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

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

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

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

We recognized $ 0.8 million of contingent liabilities at December 31, 2023 related to the probable shortfall associated with our annual minimum commitment.

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

No amounts have been accrued in the consolidated financial statements with respect to any matters.

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.

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 on February 4, 2025 and that motion is currently pending before the Court.

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.

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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.

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

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.

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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 a total loss recovery asset of approximately $ 3.9 million in Prepaid expenses and other on the Consolidated Balance Sheet and a corresponding reduction to Selling, general, and administrative expense on the Consolidated Statements of Operations during 2024.

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

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.

NOTE 11—REVENUES

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

Sales completed with

delivery to an export terminal are reported as export revenue.

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

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

Disaggregated information about our revenue is presented below:

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Total revenue

Fourth quarter 2023 revenue that can be derived from the Company’s periodic filings includes a $ 1.3 million upward adjustment to revenue related to performance obligations that were satisfied in the previous quarter.

Fourth quarter 2022 revenue that can be derived from the Company’s periodic filings includes a $ 2.8 million downward adjustment to revenue related to performance obligations that were satisfied in the previous quarter.

These adjustments were due to true-ups of previous estimates for provisional pricing provisions.

As of December 31, 2023, the Company had outstanding performance obligations of approximately 1.4 million tons for contracts with fixed sales prices averaging $ 166 per ton and 2.1 million additional tons for contracts with index-based pricing mechanisms .

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

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, 2024, the Company had outstanding performance obligations of approximately 1.6 million tons for contracts with fixed sales prices averaging $ 152 per ton as well as 1.4 million of additional tons for contracts with index-based pricing mechanisms .

The Company expects to satisfy approximately 98 % of the committed tons in 2025 and the remainder in 2026.

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 included Germany and Canada, each of which represented 14 % of 2023 revenues, as well as Brazil, which represented 10 % of 2023 revenues.

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

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

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

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

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

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

Royalties paid to Ramaco Coal in 2021 totaled $ 5.7 million.

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

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

Legal services payable to Jones were zero (paid in full in 2023) and $ 0.6 million at December 31, 2023 and December 31, 2022, respectively, and were included in Accrued liabilities on the Consolidated Balance Sheet.

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

The outstanding principal balance of the Ramaco Coal Loan was zero and $ 40.0 million at December 31, 2023 and December 31, 2022, respectively.

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

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

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

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

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

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

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

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

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 three other related parties, which have been aggregated due to immateriality.

Professional services incurred for these related parties were $ 0.3 million in 2023 and $ 0.1 million in 2022, respectively.

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, $ 0.3 million, and $ 0.1 million in 2024, 2023, and 2022, respectively.

NOTE 13—INCOME TAXES

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Deferred taxes

Provision for income tax expense, net

Provision for income tax expense (benefit), net

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

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Foreign-derived intangible income deduction

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

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

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

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

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

Deferred tax assets and liabilities were as follows:

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Accrued expenses

Section 163(j) business interest limitation

Stock-based compensation

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Net deferred tax liabilities

During the current period, the federal net operating loss carryforwards were fully utilized.

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

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

As of December 31, 2023, we do not have any unrecognized tax benefits.

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

The tax years 2021 through 2023 remain subject to examination by the taxing authorities.

We are not currently under examination by any taxing authorities.

Cash paid for income taxes totaled $ 15.5 million in 2022.

The Company recognized an income tax receivable of $ 14.6 million included in prepaid expenses and other current assets at December 31, 2022.

Cash paid for income taxes totaled $ 0.8 million for 2023 before consideration of refunds received.

The Company received a refund of $ 11.8 million during 2023, which drove the decrease in prepaid expenses and other current assets on the balance sheet compared to December 31, 2022.

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

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

NOTE 14—EARNINGS (LOSS) PER SHARE

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(In thousands, except per share amounts)

Years ended December 31,

Year ended December 31,

Earnings attribution

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* 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

Years ended December 31,

EPS data for single class of common stock through 6/20/2023

Year ended December 31, 2024

June 21, 2023 - September 30, 2023

Dual class EPS calculations

Weighted average shares used to compute basic earnings per share

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Dilutive effect of performance stock units

Dilutive effect of non-cash dividend declared but not issued

Weighted average shares used to compute diluted earnings per share

Earnings per common share (single class of common stock)

June 21, 2023 - December 31, 2023

EPS data for dual-class common stock 6/21/2023 - 12/31/2023

Earnings per common share (dual-class)

1 - June 20, 2023

Single Class Portion of 2023

Single class EPS calculations

Weighted average shares used to compute basic earnings per share

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Weighted average shares used to compute diluted earnings per share

Earnings per common share (dual-class structure)

** Does not include unvested restricted stock, which averaged 1.8 million and 0.4 million for Class A and Class B, respectively, for the period June 21, 2023 through December 31, 2023

Unvested restricted stock awards have the right to receive nonforfeitable dividends on the same basis as common shares;

Earnings per common share (single class)

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.

Historically, the Company has shown EPS for its common stock and unvested restricted stock on a combined basis since both instruments participate in net earnings on the same basis and the resulting EPS is typically the same.

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.

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

For accounting purposes, Class B’s participation rights 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 dividends declared during the period for the tracking stock.

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

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

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

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

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

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

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 2024, 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 9 for information regarding dividends declared on Class B common stock.

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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 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.

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 684,151 units in total, because the effect would have been antidilutive under the treasury stock method.

In addition, diluted EPS for the same period excluded outstanding performance stock units originally granted in 2022, or 248,706 units at target, based on the guidance for contingently issuable shares, which requires exclusion when shares would not be issuable if the end of the reporting period were the end of the contingency period.

For the period from June 21,2023 through December 31, 2023, the Company’s ability to convert Class B common shares into Class A common shares, as discussed previously in Note 9, is a contingency that will not be reflected in the diluted EPS for Class A under the if-converted method until such time that the required Board resolutions occur, if ever.

Diluted EPS for 2022 excluded 248,706 of target performance stock units based on the guidance for contingently issuable shares discussed earlier.

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 9, 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 8 million shares and potential common shares and 7.4 million shares and

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

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

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

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.

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

NOTE 15—SEGMENT REPORTING

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

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

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

Therefore, the Company has one operating and reportable segment.

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

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

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

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

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

Year ended December 31,

(In thousands)

Significant segment expenses (a) :

Cash cost of sales (FOB mine)

Transportation costs

Alternative mineral development costs

Other cost of sales (b)

Cost of sales

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

(b) Other cost of sales includes idle costs.

Total capital expenditures (including accrued capital expenditures)

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

NOTE 16—SUBSEQUENT EVENTS

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 will be payable on March 15, 2024 to shareholders of record on March 1, 2024.

In February 2024, the Company completed the purchase of an existing coal preparation plant, which will be relocated to the Company’s Maben Complex.

The purchase price of the plant is $ 3 million.

The Company anticipates

spending an additional $ 8 million in initial development capital expenditures related to the plant in 2024.

These costs would include amounts related to the relocation, reassembly, and expansion of the facility at Maben.

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

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

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

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

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

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

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

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

Cherry Bekaert served as the auditors of

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

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

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

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

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

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

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

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

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

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

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

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

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data