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Item 9A. Controls and Procedures

2025-03-17 compared with 2024-03-14 · 32 added, 17 removed, 321 unchanged (13% of the section changed)

1 unchanged sentence

Management’s Evaluation of Disclosure Controls and Procedures.

As of December 31, 2023, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to applicable Exchange Act rules.

As of December 31, 2024, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures in pursuant to applicable Exchange Act rules.

Based on this evaluation, management concluded that the Company’s disclosure controls and procedures as of December 31, 2024 were not effective at the reasonable assurance level as a result of the material weakness in internal control over financial reporting disclosed below.

2 unchanged sentences

Management is responsible for establishing and maintaining adequate internal control over financial reporting.

Management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

Based on this evaluation, 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.

Management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the

Treadway Commission (“COSO”) to evaluate the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

Based on this evaluation, management identified a material weakness related to an insufficiency of appropriately qualified and trained professionals to perform certain control activities necessary to achieve our control objectives.

The material weakness 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.

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 our annual or interim financial statements will not be prevented or detected on a timely basis.

Management concluded that its internal control over financial reporting was ineffective as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Cherry Bekaert, an independent registered public accounting firm, as stated in their report, which is included herein.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report, which is included herein and expressed an adverse opinion.

Remediation Plan.

We are currently developing a plan of remediation to address this material weakness, which will include assessing, redesigning, and implementing modifications of our internal controls.

We are continuing to develop a plan of remediation to address this material weakness, which will include assessing, redesigning, and implementing modifications of our internal controls, and hiring of additional qualified accounting personnel, or supplementing internal resources with qualified external advisors as needed.

We will not be able to fully remediate this material weakness until these steps have been completed and subsequent validation and testing of these internal controls have demonstrated their operating effectiveness over a sustained period of financial reporting cycles.

Once the remediation plan is fully developed, we will be implementing process, control, and documentation improvements to address the above material weakness that include, but are not limited to, designing and implementing specific management review procedures to ensure completeness and accuracy of key financial and non-financial data utilized in our business;

and implementing improved policies, procedures, and control activities over key financial data to ensure accuracy and completeness of this data as used in the aforementioned management review procedures.

Changes in Internal Control Over Financial Reporting.

Except for the material weakness and remediation actions described above, there were no significant changes in our internal control over financial reporting during our fourth quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During 2024 we took steps to improve our internal control over financial reporting.

In June 2024, we engaged the services of a national professional services firm to assist us in evaluating the effectiveness of our disclosure controls and procedures.

On July 1, 2024 we created and filled the position of Director of Internal Audit, and in August 2024 we engaged a top five accounting firm to assist us in reviewing technical non-routine accounting matters.

There were no significant changes in our internal control over financial reporting during our fourth quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

During the fourth quarter of 2023, none of the Company’s directors or executive officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended), except as follows:

On December 12, 2023 , Jason Fannin , the Company’s chief commercial officer , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) .

The duration of the plan is from March 20, 2024 until August 15, 2024 and 155,993 shares of Class A common stock and 31,332 shares of Class B common stock may be sold pursuant to the plan.

During the fourth quarter of 2024, none of the Company’s directors or executive officers adopted , modified , or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

Disclosures Regarding Foreign Jurisdiction that Prevent Inspections.

37 unchanged sentences

001-38003) filed with the Commission on December 15, 2020)

Second Amended and Restated Bylaws of Ramaco Resources, Inc., dated August 5, 2024 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on August 7, 2024)

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No.

15 unchanged sentences

001-38003) filed with the Commission on July 13, 2021)

Second Supplemental Indenture dated as of November 27, 2024, between Ramaco Resources, Inc.

and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with the Commission on November 27, 2024)

Form of 8.375% Senior Note due 2029, included as Exhibit A to Exhibit 4.8 above (incorporated by reference to Exhibit 4.2.1 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with the Commission on November 27, 2024)

Ramaco Resources, Inc.

62 unchanged sentences

Amendment No.

1 to NRP Sublease Agreement, dated August 31, 2016, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.25 of the

Company’s Registration Statement on Form S-1 (File No.

1 to NRP Sublease Agreement, dated August 31, 2016, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.25 of the Company’s Registration Statement on Form S-1 (File No.

333-215363) filed with the Commission on December 29, 2016)

116 unchanged sentences

001-38003) filed with the Commission on February 1, 2024)

First Amendment Agreement, dated May 3, 2024, by and among Ramaco Resources, Inc., Ramaco Development, LLC, RAM Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC, Ramaco Resources Land Holdings, LLC, Ramaco Coal, Inc., Maben Coal LLC, Carbon Resources Development, Inc., Ramaco Coal, LLC, as borrowers, the lenders party thereto, and KeyBank National Association as agent and lender, amending the Second Amended and Restated Credit and Security Agreement, dated February 15, 2023, by and among Ramaco Resources, Inc., the other borrowers party thereto, the lenders party thereto, and KeyBank National Association, as agent, lender, swing line lender and issuer (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on May 8, 2024)

Ramaco Resources, Inc.

Change in Control Severance Plan, effective as of July 9, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on July 15, 2024)

Second Amendment Agreement, dated November 21, 2024, by and among Ramaco Resources, Inc., Ramaco Development, LLC, RAM mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC, Ramaco Resources Land Holdings, LLC, Ramaco Coal, Inc., Maben Coal LLC, Carbon Resources Development, Inc., Ramaco Coal, LLC, as borrowers, the lenders party thereto, and KeyBank National Association as agent and lender, amending the Second Amended and Restated Credit and Security Agreement, dated February 15, 2023, by and among Ramaco Resources, Inc., the other borrowers party thereto, the lenders party thereto, and KeyBank National Association, as agent, lender, swing line lender and the issuer (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on November 22, 2024)

Structuring Fee Agreement dated November 27, 2024, between Ramaco Resources, Inc.

and Lucid Capital Markets, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on November 27, 2024)

Letter from Briggs & Veselka Co.

4 unchanged sentences

001-38003) filed with the Commission on April 20, 2022)

Cherry Bekaert LLP consent letter, dated November 6, 2023 (incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K (File No.

Cherry Bekaert LLP letter, dated November 6, 2023 (incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with the Commission on November 6, 2023)

Cherry Bekaert LLP letter, dated June 6, 2024 (incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with the Commission on June 11, 2024)

Insider Trading Policies and Procedures

Subsidiaries of Ramaco Resources, Inc.

Consent of Grant Thornton LLP

Consent of Cherry Bekaert LLP

Consent of Weir International, Inc.

Consent of Crowe LLP

Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

14 unchanged sentences

001-38003) filed with the Commission on January 10, 2023)

Policy Relating to Recovery of Erroneously Awarded Compensation

Mineral resource and reserve estimates at the Maben Complex, dated March 13, 2025, with an effective date of December 31, 2024

Restatement Recoupment Policy

Interactive Data Files including the following information from the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in inline extensible business reporting language (“Inline XBRL”):

44 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures