Ramaco Resources, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ Reports of Independent Registered Public Accounting Firms ( PCAOB ID Numbers 248 and 677 ) 92 Consolidated Balance Sheets 97 Consolidated Statements of Operations 98 Consolidated Statements of Equity 99 Consolidated Statements of Cash Flows 100 Notes to Consolidated Financial Statements 101 ​ ​ ​ 91 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Ramaco Resources, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance 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 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical audit matter 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. 92 Table of Contents 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 ​ 93 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Ramaco Resources, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Ramaco Resources, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 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 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 Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ​ 94 Table of Contents Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ /s/ GRANT THORNTON LLP Tulsa, Oklahoma March 17, 2025 ​ 95 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Board of Directors and Stockholders of Ramaco Resources, Inc. Lexington, Kentucky ​ ​ Opinion on the Financial Statements We have audited the accompanying consolidated 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 consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws, and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 ​ ​ 96 Table of Contents Ramaco Resources, Inc. Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, In thousands, except share and per share information 2024 2023 Assets ​ ​ ​ ​ Current assets ​ ​ ​ ​ Cash and cash equivalents ​ ​ $ 33,009 ​ $ 41,962 Accounts receivable ​ ​ 73,582 ​ 96,866 Inventories ​ ​ 43,358 ​ 37,163 Prepaid expenses and other ​ ​ 17,685 ​ 13,748 Total current assets ​ ​ 167,634 ​ 189,739 Property, plant, and equipment, net ​ ​ 482,019 ​ 459,091 Financing lease right-of-use assets, net ​ ​ ​ 12,437 ​ ​ 10,282 Advanced coal royalties ​ ​ 4,709 ​ 2,964 Other ​ ​ 7,887 ​ 3,760 Total Assets ​ ​ $ 674,686 ​ $ 665,836 Liabilities and Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ ​ $ 48,855 ​ $ 51,624 Accrued liabilities ​ ​ 61,659 ​ 52,225 Current portion of asset retirement obligations ​ ​ 1,035 ​ 110 Current portion of long-term debt ​ ​ 359 ​ 56,534 Current portion of financing lease obligations ​ ​ ​ 6,218 ​ ​ 5,456 Insurance financing liability ​ ​ ​ 4,302 ​ ​ 4,037 Total current liabilities ​ ​ 122,428 ​ 169,986 Long-term asset retirement obligations ​ ​ 30,052 ​ 28,850 Long-term equipment loans ​ ​ 57 ​ 349 Long-term financing lease obligations ​ ​ ​ 7,517 ​ ​ 4,915 Senior notes, net ​ ​ ​ 88,135 ​ ​ 33,296 Deferred tax liability, net ​ ​ 56,027 ​ 54,352 Other long-term liabilities ​ ​ ​ 7,664 ​ ​ 4,483 Total liabilities ​ ​ ​ 311,880 ​ 296,231 Commitments and contingencies ​ ​ ​ ​ ​ Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.01 par value, 50,000,000 shares authorized, none issued or outstanding ​ ​ — ​ — Class A common stock, $ 0.01 par value, 225,000,000 shares authorized, 43,824,999 at December 31, 2024 and 44,002,581 at December 31, 2023 shares issued and outstanding ​ ​ ​ 438 ​ ​ 440 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 ​ ​ ​ 95 ​ ​ 88 Additional paid-in capital ​ ​ 292,739 ​ 277,133 Retained earnings ​ ​ 69,534 ​ 91,944 Total stockholders' equity ​ ​ 362,806 ​ 369,605 Total Liabilities and Stockholders' Equity ​ ​ $ 674,686 ​ $ 665,836 ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 97 Table of Contents Ramaco Resources, Inc. Consolidated Statements of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, In thousands, except per-share amounts 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue $ 666,295 $ 693,524 $ 565,688 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales (exclusive of items shown separately below) ​ 533,293 ​ 493,793 ​ 332,960 Asset retirement obligations accretion ​ 1,465 ​ 1,403 ​ 1,115 Depreciation, depletion, and amortization ​ 65,615 ​ 54,252 ​ 41,194 Selling, general, and administrative ​ 49,286 ​ 48,831 ​ 40,032 Total costs and expenses ​ 649,659 ​ 598,279 ​ 415,301 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ 16,636 ​ 95,245 ​ 150,387 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense), net ​ 4,407 ​ 18,321 ​ 2,637 Interest expense, net ​ ( 6,123 ) ​ ( 8,903 ) ​ ( 6,829 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before tax ​ 14,920 ​ 104,663 ​ 146,195 Income tax expense ​ 3,728 ​ 22,350 ​ 30,153 Net income ​ $ 11,192 ​ $ 82,313 ​ $ 116,042 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share * ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic - Single class (through 6/20/2023) ​ $ — ​ $ 0.71 ​ $ 2.63 Basic - Class A ​ $ 0.11 ​ $ 1.06 ​ $ — Total ​ $ 0.11 ​ $ 1.77 ​ $ 2.63 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic - Class B ​ $ 0.50 ​ $ 0.42 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted - Single class (through 6/20/2023) ​ $ — ​ $ 0.70 ​ $ 2.60 Diluted - Class A ​ $ 0.11 ​ $ 1.03 ​ $ — Total ​ $ 0.11 ​ $ 1.73 ​ $ 2.60 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted - Class B ​ $ 0.47 ​ $ 0.40 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * 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. ​ 98 Table of Contents Ramaco Resources, Inc. Consolidated Statements of Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class B ​ Additional ​ ​ ​ Total ​ Common ​ Common Paid- Retained Stockholders' In thousands Stock * ​ Stock in Capital Earnings Equity Balance at January 1, 2022 ​ $ 441 ​ ​ — ​ ​ 163,566 ​ ​ 47,067 ​ $ 211,074 Shares surrendered for withholding taxes ​ ​ ( 2 ) ​ ​ — ​ ​ ( 3,181 ) ​ ​ — ​ ​ ( 3,183 ) Stock options exercised ​ ​ — ​ ​ — ​ ​ 107 ​ ​ — ​ ​ 107 Stock-based compensation ​ 3 ​ ​ — ​ 8,219 ​ — ​ 8,222 Cash dividends and dividend equivalents declared ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 23,064 ) ​ ​ ( 23,064 ) Net income ​ — ​ ​ — ​ — ​ 116,042 ​ 116,042 Balance at December 31, 2022 ​ ​ 442 ​ ​ — ​ ​ 168,711 ​ ​ 140,045 ​ ​ 309,198 Shares surrendered for withholding taxes ​ ​ ( 6 ) ​ ​ ( 1 ) ​ ​ ( 7,310 ) ​ ​ — ​ ​ ( 7,317 ) Stock options exercised (cashless) ​ ​ 1 ​ ​ — ​ ​ ( 1 ) ​ ​ — ​ ​ — Stock-based compensation ​ 3 ​ ​ — ​ 12,902 ​ — ​ 12,905 Stock dividend declared and distributed ​ ​ — ​ ​ 89 ​ ​ 102,831 ​ ​ ( 102,920 ) ​ ​ — Cash dividends and dividend equivalents declared ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 27,494 ) ​ ​ ( 27,494 ) Net income ​ — ​ ​ — ​ — ​ 82,313 ​ 82,313 Balance at December 31, 2023 ​ ​ 440 ​ ​ 88 ​ ​ 277,133 ​ ​ 91,944 ​ ​ 369,605 Shares surrendered for withholding taxes ​ ​ ( 8 ) ​ ​ ( 1 ) ​ ​ ( 10,572 ) ​ ​ — ​ ​ ( 10,581 ) Stock options exercised ​ ​ 1 ​ ​ — ​ ​ 533 ​ ​ — ​ ​ 534 Stock-based compensation ​ 5 ​ ​ — ​ 17,461 ​ — ​ 17,466 Non-cash dividends declared and distributed ​ ​ — ​ ​ 8 ​ ​ 8,495 ​ ​ ( 8,505 ) ​ ​ ( 2 ) Non-cash dividend declared but not distributed ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 6,350 ) ​ ​ ( 6,350 ) Cash dividends and dividend equivalents declared ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 19,058 ) ​ ​ ( 19,058 ) Dividend equivalent units forfeited ​ ​ — ​ ​ — ​ ​ ( 311 ) ​ ​ 311 ​ ​ — Net income ​ — ​ ​ — ​ — ​ 11,192 ​ 11,192 Balance at December 31, 2024 ​ $ 438 ​ $ 95 ​ $ 292,739 ​ $ 69,534 ​ $ 362,806 * Common stock was reclassified to Class A common stock during Q2 2023 . ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Refer to Note 9 for additional information. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 99 Table of Contents Ramaco Resources, Inc. Consolidated Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, In thousands ​ 2024 2023 2022 Cash flows from operating activities: ​ ​ ​ ​ Net income ​ $ 11,192 ​ $ 82,313 ​ $ 116,042 Adjustments to reconcile net income to net cash from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accretion of asset retirement obligations ​ 1,465 ​ 1,403 ​ 1,115 Depreciation, depletion, and amortization ​ 65,615 ​ 54,252 ​ 41,194 Amortization of debt issuance costs ​ 934 ​ 776 ​ 491 Stock-based compensation ​ 17,466 ​ 12,905 ​ 8,222 (Gain)/loss on disposal of equipment ​ ​ ( 18 ) ​ ​ — ​ ​ 756 Other income - gain on insurance recoveries ​ ​ — ​ ​ ( 10,192 ) ​ ​ — Other income - gain on sale of mineral rights ​ ​ — ​ ​ — ​ ​ ( 2,113 ) Deferred income taxes ​ 1,675 ​ 18,714 ​ 29,229 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ 23,284 ​ ( 55,692 ) ​ 3,279 Prepaid expenses and other current assets ​ 1,869 ​ 14,361 ​ ( 14,378 ) Inventories ​ ( 6,195 ) ​ 7,810 ​ ( 29,182 ) Other assets and liabilities ​ ( 2,982 ) ​ ( 430 ) ​ 1,127 Accounts payable ​ ( 4,834 ) ​ 24,549 ​ 12,727 Accrued liabilities ​ 3,194 ​ 10,267 ​ 19,361 Net cash provided by operating activities ​ 112,665 ​ 161,036 ​ 187,870 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ( 55,236 ) ​ ( 82,904 ) ​ ( 123,012 ) Acquisition of Ramaco Coal assets ​ ​ — ​ ​ — ​ ​ ( 11,738 ) Acquisition of Maben assets (bond recovery in 2023) ​ ​ — ​ ​ 1,182 ​ ​ ( 11,897 ) Proceeds from sale of mineral rights ​ ​ 260 ​ ​ — ​ ​ 2,000 Insurance proceeds related to property, plant, and equipment ​ ​ — ​ ​ 11,256 ​ ​ — Maben preparation plant capital expenditures ​ ​ ( 13,606 ) ​ ​ — ​ ​ — Capitalized interest ​ ​ ( 1,498 ) ​ ​ ( 1,137 ) ​ ​ ( 1,061 ) Other ​ ​ ( 755 ) ​ ​ ( 608 ) ​ ​ — Net cash used for investing activities ​ ​ ( 70,835 ) ​ ​ ( 72,211 ) ​ ​ ( 145,708 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from issuance of senior note debt (net of $ 2,340 commissions and fees) ​ ​ 55,160 ​ ​ — ​ ​ — Proceeds from borrowings ​ 141,500 ​ 130,000 ​ 42,000 Proceeds from stock options exercised ​ ​ 534 ​ ​ — ​ ​ 107 Payments of debt issuance costs (senior note debt) ​ ​ ( 657 ) ​ ​ — ​ ​ — Payment of dividends ​ ​ ( 24,602 ) ​ ​ ( 25,820 ) ​ ​ ( 20,041 ) Repayment of borrowings ​ ( 197,966 ) ​ ( 127,514 ) ​ ( 26,026 ) Repayment of Ramaco Coal acquisition financing - related party ​ ​ — ​ ​ ( 40,000 ) ​ ​ ( 15,000 ) Repayments of insurance financing ​ ​ ( 5,540 ) ​ ​ ( 5,207 ) ​ ​ ( 1,290 ) Repayments of equipment finance leases ​ ​ ( 8,636 ) ​ ​ ( 6,659 ) ​ ​ ( 5,062 ) Shares surrendered for withholding taxes payable ​ ​ ( 10,581 ) ​ ​ ( 7,317 ) ​ ​ ( 3,183 ) Net cash used for financing activities ​ ( 50,788 ) ​ ( 82,517 ) ​ ( 28,495 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net change in cash and cash equivalents and restricted cash ​ ( 8,958 ) ​ 6,308 ​ 13,667 Cash and cash equivalents and restricted cash, beginning of period ​ 42,781 ​ 36,473 ​ 22,806 Cash and cash equivalents and restricted cash, end of period ​ $ 33,823 ​ $ 42,781 ​ $ 36,473 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for interest (net of amounts capitalized) ​ $ 4,756 ​ $ 8,113 ​ $ 5,997 Cash paid for income taxes ​ 1,228 ​ 771 ​ 15,500 Cash received for income tax refund ​ ​ — ​ ​ 11,758 ​ ​ — Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Leased assets obtained under new financing leases ​ 12,000 ​ 6,144 ​ 7,888 Financed equipment purchases ​ ​ — ​ ​ — ​ ​ 6,409 Capital expenditures included in accounts payable and accrued liabilities ​ 12,447 ​ 4,939 ​ 13,404 Ramaco Coal acquisition financing ​ — ​ — ​ 56,551 Maben Coal acquisition financing ​ ​ — ​ ​ — ​ ​ 21,000 Financed insurance ​ ​ 5,811 ​ ​ 5,803 ​ ​ 5,587 Financed insurance (2022 adjustment recorded in 2023) ​ ​ — ​ ​ ( 1,136 ) ​ ​ — Accrued dividends and dividend equivalents payable ​ 7,085 ​ 7,198 ​ 5,524 The accompanying notes are an integral part of these consolidated financial statements . ​ 100 Table of Contents Ramaco Resources, Inc. Notes to Consolidated Financial Statements NOTE 1—DESCRIPTION OF BUSINESS Ramaco Resources, Inc. (the “Company,” “Ramaco,” “we,” “us,” or “our”) is a Delaware corporation formed in October 2016. Our principal corporate and executive offices are located in Lexington, Kentucky with operational offices in Charleston, West Virginia and Sheridan, Wyoming. We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia. 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 Basis of Presentation and Consolidation —The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and U.S. Securities and Exchange Commission regulations. The financial statements are presented on a consolidated basis for all periods presented. All significant intercompany balances and transactions between consolidated entities have been eliminated in consolidation. Certain prior year amounts in the Notes to Consolidated Financial Statements have been adjusted to conform to current presentation. Use of estimates —The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates are related to the quantity and value of coal inventories, stock-based compensation, asset retirement obligations, occupational disease obligations, evaluation of long-lived assets for impairment, quantities and values of coal reserves, depletion and amortization, useful lives, and income taxes. Revenue Recognition —Our primary source of revenue is from the sale of coal through contracts with steel producers usually having durations of less than one year. Revenue is recognized when performance obligations under the terms of a contract with our customers are satisfied. This occurs when control of the coal is transferred to our customers. For coal shipments to domestic customers via rail, control is generally transferred when the railcar is loaded. Control is transferred for export coal shipments to customers via ocean vessel when the vessel is loaded at the port. Our coal sales generally include up to 90-day payment terms following the transfer of control of the goods to our customer. In the case of some of our foreign customers, our contracts also require that letters of credit are posted to secure payment of any outstanding receivable. We do not include extended payment terms in our contracts. Our contracts with customers typically provide for minimum specifications or qualities of the coal we deliver. Variances from these specifications or qualities are settled by means of price adjustments. Generally, these price adjustments are settled within 30 days of delivery and are insignificant. Certain of our contracts with customers include provisions in which the price is derived from an index. If control of the goods transfers to the customer in the period before the final price is determined, revenue is recorded based on the estimated consideration to be received. The Company estimates the amount to which it expects to receive by reference to forward curve data, if available, and generally does not constrain such estimates for accounting purposes 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. 101 Table of Contents Freight Revenue and Expense —Costs incurred to transport coal to the point of sale at the port facility are included in cost of sales and the gross amounts billed to customers to cover shipping to and handling of the coal at the port are included in revenue. Cash and Cash Equivalents —We classify all highly-liquid instruments with an original maturity of three months or less as cash equivalents. Restricted cash balances at December 31, 2024 and December 31, 2023 were both $ 0.8 million and consisted of funds held in escrow for potential future workers’ compensation claims. Restricted cash balances were included in other current assets on the balance sheet. The Company pools individual bank accounts with the same institution for the purpose of assessing if a bank overdraft exists based on the contractual terms of the arrangement. Inventories — Coal is reported as inventory at the point in time it is extracted from the mine. Coal inventories are valued at the lower of average cost or net realizable value, with cost determined on a first-in, first-out inventory valuation method. Coal inventory costs include labor, supplies, equipment costs, freight, operating overhead, depreciation and amortization. Coal inventory quantities are adjusted periodically based on aerial surveys of coal stockpiles. Lower of cost or net realizable value adjustments are made as market conditions warrant. Supply inventories are valued at average cost. Inventories consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) December 31, 2024 December 31, 2023 Raw coal ​ $ 19,709 ​ $ 20,122 Saleable coal ​ ​ 17,969 ​ ​ 12,013 Supplies ​ 5,680 ​ 5,028 Total inventories ​ $ 43,358 ​ $ 37,163 ​ Property, Plant and Equipment —Property, plant and equipment is recorded at cost. Expenditures which extend the useful lives of existing plant and equipment are capitalized. Planned major maintenance costs which do not extend the useful lives of existing plant and equipment are expensed as incurred. When assets are retired or otherwise disposed, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposition is recognized in the consolidated statements of operations. Exploration costs are expensed as incurred. 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. Mining property and mineral rights costs represent the costs incurred to acquire the rights to access and mine certain coal property either through deeds, leases, or other conveyance agreements. These costs include the costs of acquiring, and accessing mineral reserves, resources and surface areas for mining activities. Mine development begins when the facts and circumstances clearly establish the presence of a commercial mineralized deposit. Capitalized mine development costs represent the costs incurred to prepare mine sites and/or seams of coal for future mining. These costs include costs of acquiring, permitting, planning, research, and developing access to identified mineral reserves and other preparations for commercial production as necessary to develop and permit the properties for mining activities. When components of capitalized mine development costs are replaced with new components, the Company capitalizes the replacement as a separate component and charges off the net book value of the component that was replaced at the cease-use date. If it is determined that an undeveloped mineral interest cannot be economically converted into proven and probable reserves, capitalized costs are assessed for impairment and future development costs are expensed as incurred. Operating expenditures, including certain professional fees and overhead costs, are not capitalized but are expensed as incurred. Mineral rights and capitalized mine development costs are depleted and amortized on a units-of-production basis as mining of that mine’s assigned reserves takes place. Depreciation of plant and equipment is calculated on the straight-line method over their estimated useful lives ranging from three to thirty years . 102 Table of Contents Advanced Coal Royalties —In most cases, we acquire the right to mine coal reserves under leases which call for the payment of royalties on coal as it is mined and sold. In many cases, these mineral leases require the payment of advance or minimum coal royalties to lessors that are recoupable against future production royalties. These advance payments are deferred and charged to operations as the coal reserves are mined. Impairment of Long-lived Assets —We review and evaluate held-and-used long-lived assets, including property, plant and equipment and mine development costs, for impairment when events or changes in circumstances indicate that the asset or asset group’s carrying value may not be recoverable. Recoverability is measured by comparing the carrying amount of the asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the asset or asset group exceeds its estimated undiscounted future cash flows, an impairment loss is recorded for the excess of the carrying amount over the estimated fair value, if any. We may, under limited circumstances, idle mining operations in response to certain events or conditions. Because an idling is not a permanent closure, it is not considered an automatic indicator of impairment. Asset Retirement Obligations —Legal obligations associated with the retirement of long-lived assets are initially recognized at their estimated fair value, with a corresponding charge to capitalized development costs, at the time they are incurred. Our asset retirement obligations primarily consist of spending estimates related to reclaiming metallurgical coal land and support facilities in accordance with federal and state reclamation laws as defined by each mining permit. Spending estimates are adjusted for inflation and then discounted at the credit-adjusted, risk-free rate. We record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. The liability is accreted to its present value over time and the capitalized cost is amortized using the units-of-production method over estimated recoverable reserves upon commencement of mining. We review our asset retirement obligations on at least an annual basis for significant changes in the estimated timing and/or amount of cash flows. Occupational Disease (Pneumoconiosis) Obligations . We recognize as a liability to provide for occupational disease (pneumoconiosis) benefits to eligible employees, former employees and dependents as required by the Federal Mine Safety and Health Act of 1969, as amended. The occupational disease benefit obligation represents the present value of the actuarially computed liabilities for such benefits over the employees’ applicable years of service. Estimating our occupational disease (pneumoconiosis) benefits obligation requires management to make estimates and judgments regarding timing and existence of a liability utilizing third-party actuaries to assist in preparing what constitutes adequate liability amounts. Inherent in the calculation are numerous assumptions and judgments including the ultimate costs, mortality factors, credit-adjusted discount rates, and timing of settlement. Adjustments to estimated liabilities due to changes in actuarial assumptions are recorded immediately in earnings in the period in which the change in estimate occurs. Leases —We determine if an arrangement is or contains a lease at contract inception, and lease classification is determined at the commencement date. Leases are recognized on the balance sheet as right-of-use (“ROU”) assets and lease liabilities except for leases with a term of 12 months or less. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at commencement date based on the present value of the fixed lease payments over the lease term. The Company does not separate lease and non-lease components for all leases as permitted under the accounting guidance for leases. As most of our leases do not contain a readily determinable implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating and finance lease ROU assets also include lease prepayments made by the Company and are reduced by any lease incentives received by the Company prior to commencement. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For operating leases, lease expense is recorded in the income statement based on a straight-line recognition of the total fixed payments over the lease term. For finance leases, accretion of the liability is recognized as interest expense and the ROU asset is amortized separately on a straight-line basis similar to the depreciation of equipment owned by the Company. 103 Table of Contents Leases of mineral reserves and the related land leases are exempted under U.S. GAAP from recognition on the consolidated balance sheets. Fair Value Measurements — Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are recognized or disclosed at fair value are categorized in the fair value hierarchy based on the observability of the inputs utilized in the valuation. The levels of the hierarchy include: Level 1 - inputs are quoted prices in active markets for the identical assets or liabilities; Level 2 - inputs are other than quoted prices included in Level 1 that are directly or indirectly observable through market-corroborated inputs; and Level 3 - inputs are unobservable, or observable but cannot be market-corroborated, requiring us to make assumptions about pricing by market participants. The fair values of cash and cash equivalents, accounts receivable, restricted cash, and accounts payable approximate their carrying amounts at each reporting date. 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. Nonrecurring fair value measurements of the Company include asset retirement obligations and estimated values used to allocate the acquisition cost of long-lived assets to individual assets, neither of which are subject to the fair value disclosure requirements. The fair value of asset retirement obligations is determined as the present value of estimated cash flows related to reclamation obligations, which would likely be a Level 3 measurement due to the use of unobservable inputs such as estimates regarding the amount and timing of costs to be incurred, inflation rates, and the Company’s credit-adjusted discount rate. The consideration for the Company’s previous acquisitions was allocated based on the relative fair values of the assets acquired, the primary asset of which was mineral rights. The fair values of mineral rights were determined based on Level 3 inputs, which are generally unobservable, requiring the Company to make assumptions about future coal prices, capital expenditures, future coal production, costs of production, and an appropriate rate at which to discount the future cash flows. Income Taxes —Income tax expense (benefit) includes Federal and state income taxes. Certain income and expenses are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes. We account for deferred income taxes by applying statutory tax rates in effect at the reporting date of the balance sheet. A valuation allowance is established if it is more likely than not that the related tax benefits will not be realized. In determining the appropriate valuation allowance, we consider the projected realization of tax benefits based on expected levels of future taxable income, available tax planning strategies and reversals of existing taxable temporary differences. The Company had no valuation allowances on the balance sheet as of December 31, 2024 and 2023. Uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We had no significant uncertain tax positions requiring liability recognition as of December 31, 2024 and 2023. We file income tax returns in the U.S. and in various state and local jurisdictions which may be routinely examined by tax authorities. The statute of limitations for examination of the Company’s tax filings by taxing authorities is currently open for tax returns filed for the year 2021 and thereafter. The Company recognizes penalties and accrued interest related to income tax matters in Other income (expense), net and Interest expense net , respectively, separately from the tax provision recorded in Income tax expense on the income statement. 104 Table of Contents Stock-Based Compensation —Compensation cost for equity awards is based on the grant-date fair value of the award and is recognized over the requisite service period. For awards with graded vesting, the Company recognizes compensation cost on a straight-line basis over the requisite service period of the entire award. Forfeitures are recognized as they occur. The fair values of restricted stock and restricted stock unit awards having only a service condition were determined using the publicly-traded price of our common stock on the grant date. The fair value of performance stock units, which vest based on the achievement of relative total shareholder return goals, was determined on the date of grant based on a Monte Carlo simulation. The fair value of stock option awards was calculated using the Black-Scholes option-pricing model. The Black-Scholes model requires us to make assumptions and judgments about the variables used in the calculation, including the expected term, expected volatility, risk-free interest rate, dividend rate and service period. Concentrations —Our current operations are all related to metallurgical coal within the mining industry. A reduction in metallurgical coal prices or other disturbances in the metallurgical coal markets could have an adverse effect on our financial results. During 2024, sales to two customers accounted for 11 % and 10 % of our revenues, or collectively 22 % of total revenue. During 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. The number of customers comprising the concentrations above is based on a threshold of 10% or more of total revenues. Financial instruments that potentially subject us to a significant concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. We monitor the credit ratings and concentration of risk with financial institutions on a continuing basis to safeguard our cash deposits. In addition, the Company is party to an arrangement that began in 2023 whereby our cash and cash equivalents are placed at various banks in amounts no greater than the $250,000 FDIC-insured limit to help safeguard against potential losses in the financial sector. We have a limited number of customers. Contracts with these customers provide for billings principally upon shipment and compliance with payment terms is monitored on an ongoing basis. Outstanding receivables beyond payment terms are promptly investigated and discussed with the specific customer. We estimate an allowance for credit losses by taking into consideration the age of past due accounts and an assessment of our customers’ ability to pay. An allowance for credit losses was not necessary as of December 31, 2024 and 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 November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 require incremental disclosures related to a public entity’s reportable segments and increase the frequency with which most segment disclosures are made. Incremental disclosures required by the ASU include significant segment expenses regularly provided to the chief operating decision maker (“CODM”) and included within the segment’s measure of profit or loss, the title and position of the CODM and an explanation how the CODM uses the reported measure of a segment’s profit or loss to assess performance and allocate resources, and the amount and composition of other segment items necessary to reconcile segment revenue, significant expenses, and the reported measure of profit or loss. The ASU also expands interim disclosure requirements such that nearly all annual quantitative segment disclosures will be made on an interim basis. Lastly, ASU 2023-07 requires that entities with a single reportable segment provide all segment disclosures that are not evident from the primary financial statements, including significant segment expenses, consistent with the approach used by management to evaluate performance, which affects the 105 Table of Contents Company’s disclosures. ASU 2023-07 is effective starting with this annual report, and on a quarterly basis thereafter, and requires retrospective application. Refer to Note 15 for new disclosures by the Company. ​ In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 require reporting entities to disclose annual income taxes paid, net of refunds, disaggregated by federal, state, and foreign taxes and to provide additional disaggregated information for individual jurisdictions that equal or exceed 5% of total income taxes paid, net of refunds. ASU 2023-09 also requires public business entities to disclose additional categories of information about federal, state, and foreign income taxes in their annual rate reconciliation table and provide more information about some categories if the quantitative threshold is met. The ASU will also require disclosure of amounts and percentages in the annual rate reconciliation table, rather than amounts or percentages, and will eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective starting with Ramaco’s 2025 annual financial statements and may be applied prospectively to only the income tax disclosures provided for 2025 or retrospectively by providing revised disclosures for all periods presented. Early adoption is permitted. The Company is currently evaluating the impact of the ASU; however, incremental disclosures will likely be provided on a prospective basis in the Company’s 2025 annual financial statements upon adoption. ​ 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 Property, plant, and equipment consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (In thousands) ​ 2024 2023 Plant and equipment ​ $ 331,899 ​ $ 290,060 Mining property and mineral rights ​ ​ 120,532 ​ ​ 120,532 Construction in process ​ 31,048 ​ 13,984 Capitalized mine development costs ​ 199,595 ​ 174,260 Less: accumulated depreciation, depletion, and amortization ​ ( 201,055 ) ​ ( 139,745 ) Total property, plant, and equipment, net ​ $ 482,019 ​ $ 459,091 ​ Capitalized amounts related to coal reserves at properties where we are not currently engaged in mining operations totaled $ 16.2 million as of December 31, 2024 and $ 17.4 million as of December 31, 2023. On July 10, 2022, the Company experienced a methane ignition at the Berwind No. 1 mine, which was one of the active mines at our Berwind mining complex. The other mines resumed production while the Berwind No. 1 mine was idled until a full investigation could be conducted. There were no personnel in the mine at the time of the incident and no injuries or fatalities occurred. The overall impact to pre-tax earnings in 2022 was immaterial except for idle mine costs of $ 9.5 million recognized during the year. Production from the Berwind No. 1 mine restarted in the first quarter of 2023. The Company received $ 9.2 million of insurance proceeds during 2023 related to this matter, which have been reported as part of Insurance proceeds related to property, plant, and equipment in the investing activities section of the Consolidated Statements of Cash Flows, and recognized a gain of $ 8.1 million in Other income (expense), net on the Consolidated Statement of Operations in 2023 as the Company had previously accrued a $ 1.1 million recovery asset at December 31, 2022. 106 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (In thousands) 2024 2023 2022 Depreciation of plant and equipment ​ $ 37,283 ​ $ 30,913 ​ $ 24,132 Amortization of right of use assets (finance leases) ​ ​ 10,414 ​ ​ 8,547 ​ ​ 4,846 Amortization and depletion of capitalized ​ ​ ​ ​ ​ ​ ​ ​ ​ mine development costs and mineral rights ​ 17,918 ​ 14,792 ​ ​ 12,216 Total depreciation, depletion, and amortization ​ $ 65,615 ​ $ 54,252 ​ $ 41,194 ​ ​ NOTE 4—ACQUISITIONS Ramaco Coal ​ On April 29, 2022, the acquisition of Ramaco Coal, an entity owned by an investment fund managed by Yorktown Partners and certain members of the Company's management, was completed pursuant to a Purchase and Sale Agreement, dated February 23, 2022. The purchase price was approximately $ 65 million, consisting of an initial payment of $ 10 million paid at closing and a deferred purchase price of $ 55 million paid during the remainder of 2022 in $ 5 million ratable quarterly installments, and $ 10 million ratable quarterly installments paid in 2023 plus interest at a rate of 9 %. ​ Ramaco Coal controls certain coal mineral interests of principally metallurgical coal properties which are owned in fee or leased under long-term leases that are, in turn, leased or subleased to the Company and various third parties. Such lessees pay a royalty based on the amount of metallurgical coal mined and the realized price per ton. ​ Ramaco Coal also controls a large thermal coal deposit and permit near Sheridan, Wyoming covering approximately 16 thousand acres, including a research and development facility and associated equipment and has a goal of converting coal to carbon products, such as graphene, graphite and carbon fiber. ​ Concurrent with this acquisition, the Company and Ramaco Coal each sold certain mineral rights located in West Virginia (the “Split Ridge Arrangement”). To compensate for the sale of these rights, we received an overriding royalty arrangement which included $ 2 million up front and $ 125 thousand quarterly minimum royalty payment beginning in January 2024 until December 2028. The fair value of this arrangement was $ 3.7 million, of which $ 1.6 million was treated as an allocation of the fair value of this disposed component of Ramaco Coal and, separately, a $ 2.1 million gain on the sale of the Company’s mineral rights included in Other income (expense), net on the 2022 Consolidated Statement of Operations. ​ The acquisition of Ramaco Coal was accounted for as a purchase of assets due to substantially all of the fair value being concentrated in a single asset, the rights to metallurgical coal deposits. The consideration paid in connection with the acquisition of Ramaco Coal, including $ 1.6 million in closing costs, relinquishment of $ 1.6 million of prepaid royalties and $ 0.1 million paid to a mineral owner as part of the acquisition, was approximately $ 68.3 million and was allocated based on fair values to mining property and mineral rights ($ 65.1 million), buildings ($ 2.6 million) and equipment ($ 0.6 million). The acquisition financing was repaid in full during 2023. ​ ​ ​ ​ 107 Table of Contents Maben Coal ​ On September 23, 2022, the Company completed the acquisition of 100 % of the equity interests of Maben Coal, LLC (“Maben Coal”) pursuant to the Securities Purchase Agreement dated August 8, 2022, with Appleton Coal, LLC. The purchase price was approximately $ 30.0 million, consisting of an initial payment of $ 9.0 million and proceeds from a new two-year loan in the amount of $ 21.0 million. The Company also paid approximately $ 1.7 million of transaction costs and recognized liabilities of $ 1.3 million on the closing date, primarily related to $ 1.2 million of cash bond replacement obligations incurred by the Company as part of the transaction. In the fourth quarter of 2022, the Company paid off the $ 1.2 million cash bond replacement obligation to Appleton Coal, LLC, which was included in the investing activities section of the statement of cash flows. The $ 1.2 million bond replacement payment was subsequently recovered in 2023, which reduced the cash investment related to this transaction to $ 10.7 million. ​ We acquired a large coal deposit on approximately 28 thousand leased acres located in Wyoming County and Raleigh County, West Virginia. We assumed existing mining permits issued by the West Virginia Department of Environmental Protection, which authorizes mining by both surface and highwall mining methods as well as by underground methods. The property also has issued permits covering an existing haul road, as well as an active refuse disposal area together with a preparation plant and unit train loadout, neither of which had been constructed as of the closing date. ​ The acquisition of Maben Coal was accounted for as a purchase of assets due to substantially all of the fair value being concentrated in a single asset, the rights to leased metallurgical coal deposits. The total consideration of approximately $ 33.0 million was allocated to mining property and mineral rights ($ 30.6 million), capitalized mine development costs ($ 1.0 million), receivable for the right to recover cash bond replacement payments made by the Company as discussed above ($ 1.2 million, which was received in 2023), and recoupable royalties ($ 0.2 million). The acquisition financing was repaid in full during 2024. ​ NOTE 5—ASSET RETIREMENT OBLIGATIONS We estimate asset retirement obligations (“ARO”) for final reclamation based upon detailed engineering calculations of the amount and timing of the future cash spending for a third party to perform the required work. Amounts recorded related to asset retirement obligations were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (In thousands) 2024 2023 Balance at beginning of year ​ $ 28,960 ​ $ 28,885 Additional asset retirement obligations acquired/incurred ​ 470 ​ 542 Expenditures made ​ ​ ( 237 ) ​ ​ — Accretion expense ​ 1,465 ​ 1,403 Revisions to estimates ​ 429 ​ ( 1,870 ) Balance at end of year ​ $ 31,087 ​ $ 28,960 ​ ​ ​ 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. Accrued expenses at December 31, 2023 consisted of accrued compensation of $ 14.6 million and various other liabilities. ​ The Company sponsors a defined contribution plan to assist eligible employees in providing for their future retirement needs. Contribution expenses related to the plan totaled $ 4.0 million, $ 3.1 million, and $ 2.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. ​ 108 Table of Contents Other long-term liabilities were comprised primarily of worker’s compensation and occupational disease obligations discussed below. ​ Workers’ Compensation and Occupational Disease Obligations ​ We are self-insured for certain losses relating to workers’ compensation claims and occupational disease obligations under the Federal Mine Safety and Health Act of 1969, as amended. Starting in 2023, the Company also elected to self-insure employee medical expenses. We purchase insurance coverage to reduce our exposure to significant levels of these claims. Self-insured losses are accrued based upon estimates of the aggregate liability for uninsured claims incurred as of the balance sheet date using claims data and actuarial assumptions. The occupational disease benefit obligation represents the present value of the actuarially computed liabilities for such benefits over the employees’ applicable years of service. ​ As of December 31, 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. 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. ​ NOTE 7—DEBT Our outstanding debt consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) December 31, 2024 December 31, 2023 Revolving Credit Facility ​ $ — ​ $ 42,500 Equipment loans ​ ​ 416 ​ ​ 2,983 Senior Notes, net ​ 88,135 ​ 33,296 Financing of Maben Coal acquisition ​ ​ — ​ ​ 11,400 Total debt ​ $ 88,551 ​ $ 90,179 Current portion of long-term debt ​ 359 ​ 56,534 Total long-term debt ​ $ 88,192 ​ $ 33,645 ​ 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. 109 Table of Contents Revolving loans under the amended facility bear interest at either the base rate plus 2.0 % or the Secured Overnight Financing Rate plus 2.5 %. The base rate equals the highest of the administrative agent’s prime rate, the Federal Funds Effective Rate plus 0.5 %, or 3.0 %. The terms of the facility include covenants limiting the ability of the Company to incur additional indebtedness, make investments or loans, incur liens, consummate mergers and similar fundamental changes, make restricted payments, and enter into transactions with affiliates. The terms of the facility also require the Company to maintain certain covenants, including fixed charge ratio and compensating balance requirements. A fixed charge coverage ratio of not less than 1.10 :1.00, calculated as of the last day of each fiscal quarter, must be maintained by the Company. In addition, the Company must maintain an average daily cash balance of $ 5 million, as determined on a monthly basis, in a dedicated account as well as an additional $ 1.5 million and $ 1.0 million in separate dedicated accounts to assure future credit availability. On November 21, 2024, the Company entered into a Second Amendment Agreement for the purpose of facilitating the issuance of new senior note debt, as discussed below, by increasing the amount of “Permitted Additional Unsecured Debt” from $ 45.0 million to $ 75.0 million. At December 31, 2024 and December 31, 2023, we were in compliance with all debt covenants under the Revolving Credit Facility. Key Equipment Finance Loan— On April 16, 2020, we entered into an equipment loan with Key Equipment Finance, a division of KeyBank, as lender, in the principal amount of approximately $ 4.7 million for the financing of existing underground and surface equipment (the “Equipment Loan”). The Equipment Loan accrued interest at 7.45 % per annum and was payable in 36 monthly installments. The outstanding principal balance was $ 0.6 million at December 31, 2022 and was repaid in full in April 2023. J. H. Fletcher & Co. Loan— On July 23, 2021 and November 24, 2021, we entered into equipment loans with J. H. Fletcher & Co., as lender, in the principal amount of approximately $ 0.9 million and $ 3.9 million, respectively, for the financing of underground equipment (the “Fletcher Equipment Loan”). The Fletcher Equipment Loan accrued interest at 0 % per annum and was payable in 24 monthly installments totaling $ 200 thousand. In the third quarter of 2022, we obtained additional equipment loans of $ 4.4 million. The 2022 loans accrued no interest and were payable in 24 monthly installments of $ 195 thousand. The total outstanding principal balance of the Fletcher Equipment Loans was $ 1.9 million at December 31, 2023 and was repaid in full during 2024. Komatsu Financial Limited Partnership Loan— On August 16, 2021, we entered into an equipment loan with Komatsu Financial Limited Partnership, as lender, in the principal amount of approximately $ 1.0 million for the financing of surface equipment (the “Komatsu Equipment Loan”). Additional equipment loans of $ 0.7 million were entered into during October 2022. The Komatsu Equipment Loan bears interest at 4.66 % per annum and is payable in 36 monthly installments of $ 36 thousand for the first six months and then at $ 28 thousand until maturity. The outstanding principal balance of the Komatsu Equipment Loan was $ 0.2 million at December 31, 2024. Brandeis Machinery & Supply Company— On January 11, 2022, we entered into equipment loans with Brandeis Machinery & Supply Company, as lender, in the principal amount of $ 1.4 million for the financing of surface equipment (the “Brandeis Equipment Loans”). The Brandeis Equipment Loans bear interest at 4.8 % per annum and are payable in 48 monthly installments. The outstanding principal balance of the Brandeis Equipment Loans was $ 0.2 million at December 31, 2024. 9.00% Senior Unsecured Notes due 2026— On July 13, 2021, we completed an offering of $ 34.5 million, in the aggregate, of the Company’s 9.00 % Senior Unsecured Notes due 2026 (the “Senior Notes due 2026”), less $ 2.4 million for issuance costs. 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 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 110 Table of Contents 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 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 %. ​ 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. The outstanding principal balance of the Ramaco Coal Loan was $ 40.0 million at December 31, 2022. The loan was repaid in full during 2023. Financing of Maben Coal Acquisition – On September 23, 2022, we acquired 100 % of the equity interests of Maben Coal, LLC and entered into a secured loan with Investec Bank PLC in the amount of $ 21.0 million to pay a portion of the purchase price. The loan accrued interest at the applicable secured overnight financing rate (“SOFR”) plus a margin of 3.0 % payable in cash, compounded monthly. In January 2023, the Company started making monthly repayments of the outstanding principal in the amount of $ 800 thousand per month and made a balloon payment for the remaining amount on the maturity date of September 23, 2024. The outstanding principal balance was $ 11.4 million at December 31, 2023. The loan was repaid in full during 2024. ​ Current portion of long-term debt – The Company’s short-term debt at December 31, 2024 was comprised of $ 0.4 million due under equipment loans with a weighted average interest rate of approximately 4.7 % . The Company’s short-term debt at December 31, 2023 was comprised of $ 42.5 million of revolver borrowings, which were repaid shortly after the start of 2024 using funds from current operations, $ 11.4 million of financing associated with the Maben Coal acquisition, and $ 2.6 million due under equipment loans. The weighted average interest rate on these borrowings was approximately 7.4 % . ​ 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. 111 Table of Contents 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) ​ ​ ​ Years ending December 31: ​ 2025 ​ $ 359 2026 ​ 34,557 2027 ​ ​ — 2028 ​ ​ — 2029 ​ ​ 57,500 Total debt ​ $ 92,416 ​ ​ ​ ​ ​ NOTE 8—LEASES ​ The Company has various finance leases for mining equipment, which generally include 3 - 5 year terms and expire through 2028. 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. Interest expense recognized for financing lease liabilities was $ 0.9 million, $ 0.6 million, and $ 0.4 million in 2024, 2023, and 2022, respectively. Operating lease expense was $ 0.4 million in 2024, $ 0.2 million in 2023, and $ 0.2 million in 2022. Short-term lease costs were approximately $ 350 thousand in 2024 and were not material for prior periods. ​ Right-of-use assets and lease liabilities are determined as the present value of the lease payments, discounted using either the implicit interest rate in the lease or, more commonly, our estimated incremental borrowing rate based on similar terms, payments and the economic environment where the leased asset is located. Below is a summary of our leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) Classification ​ December 31, 2024 ​ December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ Right-of-use assets ​ ​ ​ ​ ​ ​ ​ Financing Financing lease right-of-use assets, net ​ $ 12,437 ​ $ 10,282 Operating Other assets ​ ​ 1,324 ​ ​ 540 Total right-of-use assets ​ ​ $ 13,761 ​ $ 10,822 ​ ​ ​ ​ ​ ​ ​ ​ Current lease liabilities ​ ​ ​ ​ ​ ​ ​ Financing Current portion of financing lease obligations ​ $ 6,218 ​ $ 5,456 Operating Accrued liabilities ​ ​ 290 ​ ​ 134 Non-current lease liabilities ​ ​ ​ ​ ​ ​ ​ Financing Long-term financing lease obligations ​ $ 7,517 ​ $ 4,915 Operating Other long-term liabilities ​ ​ 1,091 ​ ​ 450 Total lease liabilities ​ ​ $ 15,116 ​ $ 10,955 ​ ​ ​ ​ ​ ​ ​ ​ ​ 112 Table of Contents Minimum lease payments for our lease obligations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 (In thousands) Financing Operating Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Future minimum lease payments: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ $ 6,756 ​ $ 373 ​ $ 7,129 2026 ​ ​ 4,694 ​ ​ 381 ​ ​ 5,075 2027 ​ ​ 2,813 ​ ​ 382 ​ ​ 3,195 2028 ​ ​ 548 ​ ​ 226 ​ ​ 774 2029 ​ ​ — ​ ​ 226 ​ ​ 226 Thereafter ​ ​ — ​ ​ 31 ​ ​ 31 Total undiscounted lease payments ​ ​ 14,811 ​ ​ 1,619 ​ ​ 16,430 Less: Amounts representing interest ​ ​ ( 1,076 ) ​ ​ ( 238 ) ​ ​ ( 1,314 ) Present value of lease obligations ​ $ 13,735 ​ $ 1,381 ​ $ 15,116 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining term (years) ​ ​ 2.6 ​ ​ 4.5 ​ ​ ​ Weighted average discount rate ​ ​ 7.0 % ​ ​ 6.7 % ​ ​ ​ ​ ​ 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. Refer to Note 10 for information regarding coal leases and associated royalty commitments. NOTE 9—EQUITY On June 12, 2023, an amendment to the Company’s amended and restated certificate of incorporation was approved by shareholder vote to reclassify the Company’s existing common stock as shares of Class A common stock and create a separate Class B common stock. We are authorized to issue up to a total of 225,000,000 shares of Class A common stock and 35,000,000 shares of Class B common stock as well as 50,000,000 shares of preferred stock, each having a par value of $ 0.01 per share. The initial distribution of Class B common stock occurred on June 21, 2023 via a stock dividend to existing holders of common stock as of May 12, 2023. On the date of initial distribution, each holder of common stock received 0.2 shares of Class B common stock for every one share of existing common stock held on the record date. Similar actions or modifications occurred for holders of outstanding stock-based awards. The distribution of the Class B common stock provides existing holders of the Company’s common stock with an opportunity to participate directly in the financial performance of the Company’s CORE assets on a stand-alone basis, separate from the Company’s metallurgical coal operations. CORE assets were acquired initially as part of the Company’s acquisition of Ramaco Coal in the second quarter of 2022. The financial performance of CORE assets consists of the following non-cost-bearing revenue streams based on the Company’s current expectations: ● Royalty fees derived from the royalties associated with the Ramaco Coal and Amonate reserves, which we believe approximates 3 % of Company-produced coal sales revenue excluding coal sales revenue from Knox Creek, ● Infrastructure fees based on $ 5.00 per ton of coal processed at our preparation plants and $ 2.50 per ton of loaded coal at the Company’s rail load-out facilities, and ● Future income derived, if and when realized, from advanced carbon products and rare earth elements initiatives. 113 Table of Contents ​ The Company has paid dividends equal to 20 % of the total fees above; however, any dividend amounts declared and paid are subject to the sole discretion of the Company’s Board of Directors. ​ In addition, the Board of Directors retains the power to change or add expense allocation policies related to CORE, redefine CORE assets, and redetermine CORE’s per-ton usage fees at any time, in its sole discretion, without shareholder approval. Holders of shares of Class A common stock continue to be entitled to receive dividends when and if declared by the Board of Directors subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to outstanding preferred stock, if any. ​ CORE is not a separate legal entity, and holders of Class B common stock do not own a direct interest in the assets of CORE. Holders of Class B common stock are stockholders of Ramaco Resources, Inc. and are subject to all risks and liabilities of the Company as a whole. ​ With respect to voting rights, holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of the stockholders and are entitled to one vote per share. The holders of Class A common stock and Class B common stock do not have cumulative voting rights in the election of directors. Class B common stock does not have any specific voting rights or governance rights with respect to CORE. ​ With respect to liquidation rights, holders of common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of outstanding preferred stock, if any. That is, the rights to residual net assets upon liquidation are equal between holders of Class A and Class B common stock. Holders of Class B common stock do not have specific rights to CORE assets in the event of liquidation. ​ Shares of Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to Class A common stock. The Board of Directors retains the ability, in its sole discretion, to exchange all outstanding shares of Class B common stock into Class A common stock based on an exchange ratio determined by a 20 -day trailing volume-weighted average price for each class of stock. If conversion were to have occurred on December 31, 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. The effect of the equity restructuring was a $ 102.9 million reduction in retained earnings and an increase of $ 102.9 million to Class B common stock and additional paid-in capital during the second quarter of 2023. The Company initially distributed 8,201,956 shares of Class B common shares as well as additional restricted stock, restricted stock units, and performance stock units discussed below . ​ Stock-Based Compensation Awards Outstanding stock-based awards were reclassified to Class A common stock as part of the equity restructuring discussed above. In addition, pursuant to the terms of the Company’s outstanding stock-based awards, equitable adjustments were made in accordance with such terms, as discussed below, based on the same factor of 0.2 for every outstanding award. Since there were no changes in fair value, vesting conditions, or award classification, no incremental compensation expense resulted. Our Long-Term Incentive Plan (“LTIP”) is currently authorized by shareholders for the issuance of awards of up to approximately 10.9 million shares of common stock. As of December 31, 2024, there were approximately 4.7 million shares of common stock available for grant under the LTIP. In general, granted but unvested shares are forfeited upon termination of employment, unless an employee enters into another written arrangement. However, exceptions exist under certain circumstances upon a change in control event. Granted but unvested shares may not be sold, assigned, transferred, pledged or otherwise encumbered. 114 Table of Contents As of December 31, 2024, we had four types of stock-based awards outstanding: stock options, restricted stock, restricted stock units, and performance stock units. Stock-based compensation expense for all stock-based awards totaled $ 17.5 million in 2024, $ 12.9 million in 2023, and $ 8.2 million in 2022. Stock Options— We granted options for the purchase of a total of 937,424 shares of our common stock for $ 5.34 per share to two executives on August 31, 2016. The options have a ten-year term from the grant date and are fully vested. During the third quarter of 2022, options to purchase 20,000 shares of common stock options with an intrinsic value of $ 0.124 million were exercised, leaving a balance of options to purchase 917,424 shares of common stock at December 31, 2022. During 2023, stock options of 183,484 shares of Class B awards were distributed to these individuals under the equitable adjustments discussed above. During the fourth quarter of 2023, options to purchase 168,712 shares of Class A common stock were exercised and stock options for 33,742 shares of Class B common stock were exercised having a combined intrinsic value of $ 2.6 million. The remaining options outstanding and unexercised at December 31, 2023 were 748,712 for Class A common stock and 149,742 for Class B common stock. During the third quarter of 2024, options to purchase 100,000 shares of Class A common stock were exercised and stock options for 20,000 shares of Class B common stock were exercised having a combined intrinsic value of $ 0.6 million. During the fourth quarter of 2024, stock options of 12,034 were distributed to these individuals for the non-cash dividend and stock dividend discussed later in this note. The remaining options outstanding and unexercised at December 31, 2024 were 648,712 for Class A common stock and 141,776 for Class B common stock, which were in-the-money at December 31, 2023, having a total intrinsic value of $ 4.6 million. No compensation expense was recognized for these awards in 2024, 2023, or 2022 as the awards became fully vested in previous years. The following table summarizes the remaining stock-based awards outstanding, as well as activity for the periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted Stock Restricted Stock Units Performance Stock Units ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ Average Grant ​ ​ ​ Average Grant ​ ​ ​ Average Grant Class A common stock: ​ Shares Date Fair Value ​ ​ Shares Date Fair Value ​ ​ Shares Date Fair Value Outstanding at December 31, 2022 3,145,957 ​ $ 4.04 ​ 165,803 ​ $ 15.65 ​ 248,706 ​ $ 22.21 Granted 296,115 ​ 10.61 ​ 518,348 ​ 10.61 ​ 518,348 ​ 18.09 Vested ( 1,695,234 ) ​ 3.37 ​ ( 82,903 ) ​ 15.65 ​ — ​ — Forfeited ( 38,484 ) ​ 11.90 ​ — ​ — ​ — ​ — Outstanding at December 31, 2023 1,708,354 ​ $ 5.66 ​ 601,248 ​ $ 11.30 ​ 767,054 ​ $ 19.43 Granted ​ 179,028 ​ 17.59 ​ 313,382 ​ 17.39 ​ 315,941 ​ 28.72 Vested ​ ( 1,554,863 ) ​ 5.17 ​ ( 251,980 ) ​ 12.19 ​ — * — Forfeited ​ ( 24,514 ) ​ 13.41 ​ ( 13,314 ) ​ 12.01 ​ ( 25,527 ) ​ 19.88 Outstanding at December 31, 2024 ​ 308,005 ​ $ 14.42 ​ 649,336 ​ $ 13.88 ​ 1,057,468 * $ 22.19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class B common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial distribution of Class B awards ​ 680,718 ​ ​ ​ ​ ​ 136,819 ​ ​ ​ ​ ​ 153,404 ​ ​ ​ Vested ​ ( 339,035 ) ​ ​ ​ ​ ​ ( 16,578 ) ​ ​ ​ ​ ​ — ​ ​ ​ Outstanding at December 31, 2023 ​ 341,683 ​ ​ ​ ​ ​ 120,241 ​ ​ ​ ​ ​ 153,404 ​ ​ ​ Dividend of Class B awards to Class A holders ​ 4,902 ​ ​ ​ ​ ​ 10,056 ​ ​ ​ ​ ​ 14,597 ​ ​ ​ Dividend of Class B awards to Class B holders ​ 877 ​ ​ ​ ​ ​ 1,969 ​ ​ ​ ​ ​ 3,519 ​ ​ ​ Vested ​ ( 310,956 ) ​ ​ ​ ​ ​ ( 51,861 ) ​ ​ ​ ​ ​ — ** ​ ​ Forfeited ​ ( 3,210 ) ​ ​ ​ ​ ​ ( 2,662 ) ​ ​ ​ ​ ​ ( 5,105 ) ​ ​ ​ Outstanding at December 31, 2024 ​ 33,296 ​ ​ ​ ​ ​ 77,743 ​ ​ ​ ​ ​ 166,415 ** ​ ​ ​ * 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. 115 Table of Contents ​ 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. These shares vest over approximately one to three and a half years from the date of grant. During the vesting period, the participants have voting rights and may receive dividends. Upon vesting, the restricted stock becomes unrestricted common shares. The fair value of the restricted stock on the date of the grant is amortized ratably over the service period. At December 31, 2024, there was $ 2.6 million of total unrecognized compensation cost related to unvested restricted stock to be recognized over a weighted-average period of 1.9 years. The fair value of restricted stock awards that vested during 2024 was $ 20.7 million for Class A awards and $ 3.4 million for Class B awards. The fair value of the outstanding restricted stock awards was $ 3.2 million for Class A awards and $ 0.3 million for Class B awards based on the year-end 2024 closing stock prices. Restricted Stock Units— We grant shares of restricted stock units to certain senior executives and key employees. These share units vest ratably over approximately three years from the date of grant. During the vesting period, the participants have no voting rights and no dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest. Upon vesting and within 30 days thereafter, the recipient will receive one share of common stock for each stock unit. The grant date fair values of restricted stock units are recognized ratably over the service period. At December 31, 2024, there was $ 5.9 million of total unrecognized compensation cost related to unvested restricted stock units to be recognized over the weighted average period of 1.7 years. The fair value of restricted stock unit awards that vested during 2024 was $ 4.2 million for Class A awards and $ 0.6 million for Class B awards. The fair value of the outstanding restricted stock unit awards was $ 6.7 million for Class A awards and $ 0.8 million for Class B awards based on the year-end 2024 closing stock prices. Performance Stock Units— We grant shares of performance stock units to certain senior executives and key employees. These share units cliff-vest approximately three years from the date of grant based on the achievement of targeted performance levels related to pre-established relative total shareholder return goals. These performance stock units have the potential to be earned from 0 % to 200 % of target depending on actual results. During the vesting period, the participants have no voting rights and no dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest. Upon vesting and within 30 days thereafter, the recipient will receive one share of common stock for each stock unit. The Company’s performance stock units were valued relative to the stock price performance of a peer group of companies, which was based on a Monte Carlo simulation. The fair value of the performance stock units on the date of the grant is recognized ratably over the service period. At December 31, 2024, there was $ 9.5 million of total unrecognized compensation cost related to unvested performance stock units to be recognized over the weighted average period of 1.7 years. The combined intrinsic value of the outstanding performance stock units for both classes, at target, was $ 12.5 million at December 31, 2024. The intrinsic value of these awards if the performance period had ended on December 31, 2024 is estimated at approximately $ 18.3 million, including the $ 2.8 million of shares to be issued in 2025 for PSUs with an evaluation period that concluded on December 31, 2024 discussed earlier. Performance stock units originally granted in 2022 were modified during the first quarter of 2023. Modifications to these awards were made up primarily of changes in the composition of the peer group as well as changes in the way relative total shareholder return is evaluated against the updated peer group. The modification resulted in incremental fair value of $ 1.2 million, which was recognized as expense over 2023 and 2024. Performance stock units are accounted for as awards with a market condition since vesting depends on total shareholder return relative to a group of peer companies. 116 Table of Contents 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 ​ 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 117 Table of Contents March 1, 2024. Dividends of $ 6.0 million were accrued in December 2023 for the cash dividend to be paid in March 2024. ​ The Company also paid cash dividends to holders of Class B common stock during 2023 based on 20 % of CORE royalty and infrastructure fees. Cash dividends in the amount of $ 1.5 million, or approximately $ 0.165 per share of Class B common stock, were paid on September 15, 2023 to shareholders of record on September 1, 2023. Cash dividends in the amount of $ 2.2 million, or $ 0.249 per share of Class B common stock, were paid on December 15, 2023 to shareholders of record on December 1, 2023. ​ For the full year 2023, the Company recognized $ 27.5 million of cash dividends declared against retained earnings for all classes of common stock, including $ 6.0 million of dividends declared in December 2023 to be paid in March 2024 and $ 1.2 million of forfeitable dividends subject to the vesting conditions of outstanding restricted stock units and performance stock units. For the full year 2023, the Company paid $ 25.8 million of cash dividends for both classes of common stock, including amounts accrued in prior reporting periods. ​ For 2022, the Company recognized $ 23.1 million of cash dividends declared against retained earnings, or approximately $ 0.52 per share, including $ 5.5 million that were unpaid as of December 31, 2022. For the full year 2022, the Company paid $ 20.0 million of cash dividends, including $ 2.5 million that were accrued at December 31, 2021. ​ NOTE 10—COMMITMENTS AND CONTINGENCIES Environmental Liabilities — Environmental liabilities are recognized when the expenditures are considered probable and can be reasonably estimated. Measurement of liabilities is based on currently enacted laws and regulations, existing technology and undiscounted site-specific costs. Generally, such recognition would coincide with a commitment to a formal plan of action. No amounts have been recognized for environmental liabilities. Surety Bond — In accordance with state laws, we are required to post reclamation bonds to assure that reclamation work is completed. We also have a small amount of surety bonds that secure performance obligations. Bonds outstanding at December 31, 2024 totaled approximately $ 32.3 million. Coal Leases and Associated Royalty Commitments —We lease coal reserves under agreements that require royalties to be paid as the coal is mined and sold. Many of these agreements require minimum annual royalties to be paid regardless of the amount of coal mined and sold. Total royalty expenses were $ 27.9 million, $ 35.0 million, and $ 34.2 million for the years ended December 31, 2024, 2023, and 2022, respectively. These agreements generally have terms running through exhaustion of all the mineable and merchantable coal covered by the respective lease. Royalties or throughput payments are based on a percentage of the gross selling price received for the coal we mine. Minimum royalty obligations under coal leases total $ 29.1 million and are broken down as follows: $ 3.4 million for 2025, $ 3.4 million for 2026, $ 3.3 million for 2027, $ 3.3 million for 2028, $ 3.3 million for 2029, and $ 12.4 million thereafter. Contingent Transportation Purchase Commitments —We secure the ability to transport coal through rail contracts and export terminals that are sometimes funded through take-or-pay arrangements. As of December 31, 2024, the Company’s remaining commitments under take-or-pay arrangements totaled $ 16.1 million, which relates to a five-year contract that was entered into during 2023 having an original total commitment of $ 22.5 million. The remaining commitment for this contract was $ 20.0 million as of December 31, 2023. The five-year contract, which commenced on April 1, 2023 and runs through March 31, 2028, includes an annual minimum commitment of approximately $ 5 million for the remaining term. The level of these commitments will be reduced at a per-ton rate as such rail and export terminal services are utilized against the required minimum tonnage amounts over the contract term stipulated in such rail and export terminal contracts. Litigation — From time to time, we are subject to various litigation and other claims in the normal course of business. Losses related to such contingencies are accrued when/if loss is probable and the amount is reasonably estimable. No losses have been accrued in the consolidated financial statements with respect to such matters. Losses from certain injury-related matters are reasonably possible of occurring; however, an estimate of the possible range of loss cannot be made at this time as no litigation has progressed sufficiently through discovery and development of 118 Table of Contents 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. A temporary conveying system completed in late-November 2018 restored approximately 80 % of our plant capacity. We completed a permanent belt workaround and restored the preparation plant to its full processing capacity in mid-2019. Our insurance carrier, Federal Insurance Company, disputed our claim for coverage based on certain exclusions to the applicable policy and, therefore, on August 21, 2019, we filed suit against Federal Insurance Company and Chubb INA Holdings, Inc. in Logan County Circuit Court in West Virginia seeking a declaratory judgment that the partial silo collapse was an insurable event and to require coverage under our policy. Defendants removed the case to the United States District Court for the Southern District of West Virginia, and upon removal, we substituted ACE American Insurance Company as a defendant in place of Chubb INA Holdings, Inc. The trial in the matter commenced on June 29, 2021, in Charleston, West Virginia. On July 15, 2021, the jury returned a verdict in our favor for $ 7.7 million in contract damages and on July 16, 2021, made an additional award of $ 25.0 million for damages for wrongful denial of the claim under Hayseeds, Inc. v. State Farm Fire & Cas. , 177 W. Va. 323, 352 S.E. 2d 73 (W. Va. 1986), including inconvenience and aggravation. On August 12, 2021, the defendants filed a post-trial motion for judgment as a matter of law or in the alternative to alter or amend the judgment or for a new trial. On March 4, 2022, the court entered its memorandum opinion and order on the motion reducing the jury award to a total of $ 1.8 million, including pre-judgment interest, and also vacated and set aside, in its entirety, the jury award of Hayseeds damages. The same day, the court entered the judgment in accordance with the memorandum opinion and order. On April 1, 2022, we filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit. On July 20, 2023, the court rendered a decision reinstating the jury’s $ 7.7 million contract damages verdict. The court further determined that we are entitled to attorney’s fees in an amount to be determined on remand. Finally, the court held that we are entitled to Hayseeds damages for wrongful denial of the claim but remanded for a new trial on the amount of such damages after affirming that the original $ 25 million award was excessive. On August 3, 2023, the Defendants-Appellees filed a Petition of Rehearing and Rehearing En Banc with the Fourth Circuit. The petition was denied by order dated August 15, 2023. On August 29, 2023, the court clarified that the amount of attorney’s fees to be determined on remand included appellate fees. On September 8, 2023, the court entered its amended judgment, which awarded post-judgment interest on the previously awarded and reinstated verdict related to contract (compensatory) damages and the Fourth Circuit thereafter issued its mandate on October 2, 2023. On August 19, 2024, the Court issued a Memorandum Opinion and Order that the Hayseeds damages to be considered in the new trial would include annoyance and inconvenience up to October 2, 2023 with new discovery permitted for the time period of July 15, 2021 through October 2, 2023. The Court also ordered Hayseeds damages to be considered for net economic loss caused by the defendant’s 119 Table of Contents delay in settlement be allowed for the time period of July 15, 2021 through October 2, 2023 with new discovery to be permitted for that time period. The defendants fully paid the portion of the judgment related to contract (compensatory) damages in the court’s order and that portion of the matter is considered closed. The Company recognized a $ 7.8 million gain during 2023, which was recorded in Other income (expense), net on the Consolidated Statements of Operations. Of this amount, $ 2.0 million was included in Insurance proceeds related to property, plant, and equipment as part of investing activities on the Consolidated Statements of Cash Flows and the remaining amount was included in operating activities. On April 24, 2024, the Court stated Ramaco is entitled to reasonable attorney fees for both the appeal and the first trial, adding there will be a full Hayseeds trial under the timelines set forth above. Regarding the court’s determination and award of attorney’s fees, the Company accrued 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 Our revenue is derived from contracts for the sale of coal and is recognized when the performance obligations under the contracts are satisfied, which is at the point in time control is transferred to our customer. Generally, domestic sales contracts have terms of about one year and the pricing is typically fixed. Export sales have spot or term contracts, and pricing can be either a fixed price or a price derived against index-based pricing mechanisms. North American revenue is made up of sales within the United States as well as sales into Canada. Sales completed with delivery to an export terminal are reported as export revenue. Disaggregated information about our revenue is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (In thousands) ​ 2024 2023 2022 Coal Sales ​ ​ ​ ​ North American revenue ​ $ 221,664 ​ $ 227,484 ​ $ 328,322 Export revenue, excluding Canada ​ 444,631 ​ 466,040 ​ 237,366 Total revenue ​ $ 666,295 ​ $ 693,524 ​ $ 565,688 ​ 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 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. ​ ​ 120 Table of Contents NOTE 12—RELATED PARTY TRANSACTIONS Mineral Lease and Surface Rights Agreements —Prior to the acquisition of Ramaco Coal, as discussed in Note 4, much of the coal reserves and surface rights that we controlled were acquired through a series of mineral leases and surface rights agreements with Ramaco Coal, who was a related party. Royalties paid to Ramaco Coal in 2022 prior to the acquisition totaled $ 3.1 million. Legal Services —Some of the professional legal services we receive are provided by Jones & Associates (“Jones”), a related party. Legal services incurred for Jones in 2024, 2023, and 2022 totaled $ 0.1 million, zero , and $ 0.8 million, respectively. ​ Ramaco Coal Deferred Purchase Price— As part of the financing of the acquisition of Ramaco Coal provided by Yorktown Partners, as discussed in Note 4, we incurred interest expense of $ 1.8 million in 2023 and $ 3.0 million in 2022. The outstanding principal balance of the Ramaco Coal Loan was repaid in full during 2023. Refer to Note 7 for additional information regarding the terms of the financing. In addition, the Company owed an additional $ 0.4 million to Yorktown Partners at December 31, 2023, which was included in Accounts payable on the Consolidated Balance Sheet. No further amounts are owed to Yorktown Partners related to this matter. ​ Ramaco Foundation-- The Company made a charitable cash contribution of $ 1.0 million during 2022 to the Ramaco Foundation, which was recognized in Other income (expense), net , on the Consolidated Statement of Operations. The Ramaco Foundation is an unconsolidated not-for-profit organization whose board of directors includes several members of the Company’s management and board of directors. Other Professional Services— The Company has also entered into professional services with four other related parties, which have been aggregated due to immateriality. Professional services incurred for these related parties were $ 0.2 million, $ 0.3 million, and $ 0.1 million in 2024, 2023, and 2022, respectively. NOTE 13—INCOME TAXES Ramaco Resources, Inc. is organized as a corporation under the laws of Delaware. Ramaco Resources, Inc. files a consolidated U.S. federal tax return with its wholly owned subsidiaries. All our operations are wholly within the United States, but our products are sold to customers worldwide. Income tax expense consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) 2024 2023 2022 Current taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 2,018 ​ $ 2,817 ​ $ 517 State ​ 35 ​ 819 ​ 407 Current taxes ​ 2,053 ​ 3,636 ​ 924 Deferred taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ 1,746 ​ 17,323 ​ 28,389 State ​ ( 71 ) ​ 1,391 ​ 840 Deferred taxes ​ 1,675 ​ 18,714 ​ 29,229 Provision for income tax expense (benefit), net ​ $ 3,728 ​ $ 22,350 ​ $ 30,153 ​ 121 Table of Contents The items accounting for differences between income taxes computed at the federal statutory rate and the provision recorded for income taxes were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) 2024 2023 2022 Income taxes computed at the federal statutory rate ​ $ 3,134 ​ $ 21,938 ​ $ 30,701 Effect of: ​ ​ ​ ​ ​ ​ ​ ​ ​ State taxes, net of federal benefits ​ 214 ​ 1,210 ​ 1,422 State tax rate changes, net of federal benefits ​ ​ ( 166 ) ​ ​ 350 ​ ​ ( 546 ) Percentage depletion ​ ( 2,410 ) ​ ( 1,717 ) ​ ( 3,314 ) Stock-based compensation ​ ( 3,299 ) ​ ( 3,395 ) ​ ( 1,499 ) 162(m) compensation limitation ​ ​ 6,172 ​ ​ 5,716 ​ ​ 3,481 Foreign-derived intangible income deduction ​ ​ — ​ ​ ( 1,475 ) ​ ​ — Other, net ​ 83 ​ ( 277 ) ​ ( 92 ) Total ​ $ 3,728 ​ $ 22,350 ​ $ 30,153 ​ 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. 122 Table of Contents Deferred tax assets and liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (In thousands) 2024 2023 Deferred tax assets: ​ ​ Loss carryforwards U.S. - Federal/States ​ $ 1,798 ​ $ 1,801 Asset retirement obligations ​ 6,879 ​ 6,428 Accrued expenses ​ 3,300 ​ 3,857 Section 163(j) business interest limitation ​ ​ 340 ​ ​ — Stock-based compensation ​ 3,294 ​ 2,916 Total deferred tax assets ​ 15,611 ​ 15,002 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Property, plant, and equipment ​ ( 71,638 ) ​ ( 69,354 ) Net deferred tax liabilities ​ $ ( 56,027 ) ​ $ ( 54,352 ) ​ As of December 31, 2024, there were no federal net operating loss carryforwards remaining. Total state loss carryforwards were approximately $ 35 million. The Company’s net operating loss carryforwards are not subject to statutory expiration. No valuation allowance was recognized by the Company for deferred tax assets as of December 31, 2024 or December 31, 2023. We are subject to federal, state, and local income taxes in the United States. Significant judgment is required in evaluating tax positions taken and determining the provision for income taxes. As of December 31, 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 $ 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 Earnings per share (“EPS”) is not presented retrospectively for periods prior to the issuance of the tracking stock as the tracking stock was not a part of the Company’s capital structure during those periods and the issuance of the tracking stock changes the common shareholders’ relative residual interest in the Company. Therefore, EPS is presented for the Company’s single class of common stock up to the time the tracking stock was issued. EPS is presented prospectively under the two-class method starting on the date of initial distribution of the tracking stock. Refer to Note 9 for information related to the Company’s tracking stock. ​ The computation of basic and diluted EPS is shown on the following page: ​ 123 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (In thousands, except per share amounts) Year ended December 31, ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ Earnings attribution ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Single class of common stock (through 6/20/2023) * $ — ​ $ 31,382 ​ $ 116,042 ​ ​ ​ Class A common stock ​ 4,892 ​ ​ 44,663 ​ ​ — ​ ​ ​ Class A restricted stock awards ​ 282 ​ ​ 1,897 ​ ​ — ​ ​ ​ Class B common stock ​ 4,288 ​ ​ 3,498 ​ ​ — ​ ​ ​ Class B restricted stock awards ​ 152 ​ ​ 144 ​ ​ — ​ ​ ​ Forfeitable dividends declared on unvested stock-based awards ​ 1,578 ​ ​ 729 ​ ​ — ​ ​ ​ Net income $ 11,192 ​ $ 82,313 ​ $ 116,042 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Common stock and restricted stock participated in earnings 1 :1 and are shown on a combined basis through 6/20/2023 consistent with historical presentation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2024 ​ ​ June 21, 2023 - September 30, 2023 ​ Class A ​ Class B ​ ​ Class A ​ Class B Dual class EPS calculations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings $ 4,892 ​ $ 4,288 ​ $ 44,663 ​ $ 3,498 Denominator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares used to compute basic earnings per share ​ 42,986 ​ ​ 8,641 ​ ​ 42,115 ​ ​ 8,428 Dilutive effect of stock option awards ​ 486 ​ ​ 87 ​ ​ 482 ​ ​ 111 Dilutive effect of restricted stock units ​ 224 ​ ​ 35 ​ ​ 157 ​ ​ 48 Dilutive effect of performance stock units ​ 916 ​ ​ 167 ​ ​ 436 ​ ​ 111 Dilutive effect of non-cash dividend declared but not issued ​ - ​ ​ 104 ​ ​ - ​ ​ - Weighted average shares used to compute diluted earnings per share ​ 44,612 ​ ​ 9,034 ​ ​ 43,190 ​ ​ 8,698 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share (dual-class) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic $ 0.11 ​ $ 0.50 ​ ​ 1.06 ​ ​ 0.42 Diluted $ 0.11 ​ $ 0.47 ​ ​ 1.03 ​ ​ 0.40 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Jan. 1 - June 20, 2023 ​ ​ ​ ​ 2022 ​ ​ ​ ​ Single Class Portion of 2023 ​ ​ ​ Single Class ​ Single class EPS calculations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator ​ ​ ​ ​ ​ ​ ​ ​ Net earnings $ 31,382 ​ ​ ​ ​ $ 116,042 ​ ​ ​ Denominator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares used to compute basic earnings per share 44,344 ​ ​ ​ ​ 44,164 ​ ​ ​ Dilutive effect of stock option awards 381 ​ ​ ​ ​ 532 ​ ​ ​ Dilutive effect of restricted stock units ​ — ​ ​ ​ ​ ​ 6 ​ ​ ​ Dilutive effect of performance stock units ​ 27 ​ ​ ​ ​ ​ — ​ ​ ​ Weighted average shares used to compute diluted earnings per share ​ 44,752 ​ ​ ​ ​ ​ 44,702 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share (single class) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic $ 0.71 ​ ​ ​ ​ $ 2.63 ​ ​ ​ Diluted $ 0.70 ​ ​ ​ ​ $ 2.60 ​ ​ ​ ​ 124 Table of Contents Unvested restricted stock awards have the nonforfeitable right to receive cash dividends on the same basis as common shares; therefore, unvested restricted stock is considered a participating security for the purpose of calculating EPS. Prior to the issuance of Class B common stock, the Company presented its EPS for its common stock and unvested restricted stock on a combined basis since both instruments participated in net earnings on the same basis and the resulting EPS is typically the same. Starting under the two-class method, the Company reports separately the net earnings allocated away from holders of Class A and Class B common stock to holders of unvested restricted stock awards. ​ Unvested restricted stock units and performance stock units include forfeitable dividend rights that are subject to the vesting conditions of the underlying awards; therefore, these awards are not considered participating securities and should not be allocated undistributed earnings for the purpose of calculating EPS. However, dividends or dividend equivalents declared and charged to retained earnings for these awards reduce the amount of net earnings available for distribution to common stockholders and should be reflected as such under the two-class method. ​ 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. ​ Diluted EPS was calculated using the treasury stock method for stock options and restricted stock units. For performance stock units, the awards were first evaluated under the contingently issuable shares guidance, which requires a determination as to whether shares would be issuable if the end of the reporting period were the end of the contingency period. For shares determined to be issuable under performance stock unit awards, the treasury stock method was then applied to determine the dilutive impact of the awards, if any. Unvested restricted stock awards are considered potential common shares as well as participating securities, as discussed previously, and were included in diluted EPS using the more dilutive of the treasury stock method or the two-class method. Since these awards share in cash dividends on a 1 :1 basis with common shares, applying the treasury stock method would be antidilutive compared to the basic EPS calculation that allocates earnings to participating securities under the two-class method discussed previously. ​ As discussed in Note 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 125 Table of Contents 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: ​ 126 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ (In thousands) ​ 2024 ​ ​ 2023 ​ ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant segment expenses (a) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash cost of sales (FOB mine) ​ $ 420,768 ​ $ 380,227 ​ $ 263,384 ​ Transportation costs ​ ​ 106,241 ​ ​ 105,739 ​ ​ 58,113 ​ Alternative mineral development costs ​ ​ 4,755 ​ ​ 3,849 ​ ​ 1,989 ​ Other cost of sales (b) ​ ​ 1,529 ​ ​ 3,978 ​ ​ 9,474 ​ Cost of sales ​ $ 533,293 ​ $ 493,793 ​ $ 332,960 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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) ​ $ 71,656 ​ $ 75,825 ​ $ 136,541 ​ ​ ​ ​ ​ ​ ​ ​ 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 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. * * * * * ​ Item 9. 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 127 Table of Contents 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.