NATURAL RESOURCE PARTNERS LP 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of December 31, 2023. This evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer of GP Natural Resource Partners LLC, our managing general partner. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of December 31, 2023 at the reasonable assurance level in producing the timely recording, processing, summary and reporting of information and in accumulation and communication of information to management to allow for timely decisions with regard to required disclosures. Management ’ s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer of GP Natural Resource Partners LLC, our managing general partner, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission "2013 Framework" (COSO). Based on that evaluation, as of December 31, 2023, our management concluded that our internal control over financial reporting was effective at a reasonable assurance level based on those criteria. No changes were made to our internal control over financial reporting during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Ernst & Young, LLP, the independent registered public accounting firm who audited the Partnership’s consolidated financial statements included in this Annual Report on Form 10-K, has issued a report on the Partnership’s internal control over financial reporting, which is included herein. 74 Table of Contents Report of Independent Registered Public Accounting Firm The Partners of Natural Resource Partners L.P. Opinion on Internal Control Over Financial Reporting We have audited Natural Resource Partners L.P.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Natural Resource Partners L.P. (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Natural Resource Partners L.P. as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income, partners’ capital and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated March 7, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’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 Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Houston, Texas March 7, 2024 75 Table of Contents ITEM 9B. OTHER INFORMATION During the fiscal quarter ended December 31, 2023, none of our officers or directors, as defined in Rule 16a - 1 (f), informed us of the adoption, modification or termination of any "Rule 10b5 - 1 trading arrangement" or a "non-Rule 10b5 - 1 trading arrangement," as those terms are defined in Item 408 of Regulation S-K. ITEM 9C. DISCLSOURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 76 Table of Contents PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE MANAGING GENERAL PARTNER AND CORPORATE GOVERNANCE As a master limited partnership, we do not employ any of the people responsible for the management of our properties. Instead, we reimburse affiliates of our managing general partner, GP Natural Resource Partners LLC, for their services. The following table sets forth information concerning the directors and officers of GP Natural Resource Partners LLC as of the date of this Annual Report on Form 10-K. Each officer and director is elected for their respective office or directorship on an annual basis. Subject to the Board Representation and Observation Rights Agreement with GoldenTree, RCM is entitled to appoint the members of the Board of Directors of GP Natural Resource Partners LLC. Name Age Position with the General Partner Corbin J. Robertson, Jr. 76 Chairman of the Board and Chief Executive Officer Craig W. Nunez 62 President and Chief Operating Officer Christopher J. Zolas 49 Chief Financial Officer Kevin J. Craig 55 Executive Vice President Philip T. Warman 53 General Counsel and Secretary Gregory F. Wooten 68 Senior Vice President, Chief Engineer Galdino J. Claro 64 Director S. Reed Morian 78 Director Paul B. Murphy, Jr. 64 Director Richard A. Navarre 63 Director Corbin J. Robertson, III 53 Director Stephen P. Smith 63 Director Leo A. Vecellio, Jr. 77 Director Corbin J. Robertson, Jr. has served as Chief Executive Officer and Chairman of the Board of Directors of GP Natural Resource Partners LLC since 2002. Mr. Robertson, Jr. has vast business experience having founded and served as a director and as an officer of multiple companies, both private and public, and has served on the boards of numerous non-profit organizations. He has served as the Chief Executive Officer and Chairman of the Board of the general partner of Great Northern Properties Limited Partnership since 1992 and Quintana Minerals Corporation since 1978, as Chairman of the Board of Directors of New Gauley Coal Corporation since 1986, and the general partner of Western Pocahontas Properties Limited Partnership since 1986. Mr. Robertson, Jr. is also Chief Executive Officer and a member of the Board of Managers of Pocahontas Royalties LLC. He also serves as a Principal with Quintana Capital Group, Chairman of the Board of the Cullen Trust for Higher Education, Chairman of the Board of KLX Energy Services Holdings, Inc. and is on the boards of the American Petroleum Institute, the National Petroleum Council, the Baylor College of Medicine and the Spirit Golf Association. In 2006, Mr. Robertson, Jr. was inducted into the Texas Business Hall of Fame. Mr. Robertson, Jr. is the father of Corbin J. Robertson, III. Craig W. Nunez has served as President and Chief Operating Officer of GP Natural Resource Partners LLC since August 2017 and previously served as Chief Financial Officer and Treasurer of GP Natural Resource Partners LLC from January 2015 to August 2017. Prior to joining NRP, Mr. Nunez was an owner and Chief Executive Officer of Bocage Group, a private investment company specializing in energy, natural resources and master limited partnerships since March 2012. In addition, until joining NRP, he was a FINRA-registered Investment Advisor Representative with Searle & Co since July 2012 and served as an Executive Advisor to Capital One Asset Management since January 2014. From September 2011 through March 2012, Mr. Nunez served as the Executive Vice President and Chief Financial Officer of Quicksilver Resources Canada, Inc. Mr. Nunez was Senior Vice President and Treasurer of Halliburton Company from January 2007 until September 2011, and Vice President and Treasurer of Halliburton Company from February 2006 to January 2007. Prior to that, he was Treasurer of Colonial Pipeline Company from November 1995 to February 2006. Mr. Nunez has been involved in numerous charitable organizations and currently serves on the boards of Goodwill Industries of Houston and Medical Bridges, Inc. Christopher J. Zolas has served as Chief Financial Officer since August 2017 and also served as Treasurer from August 2017 until May 2023. Mr. Zolas served as Chief Accounting Officer of GP Natural Resource Partners LLC from March 2015 to August 2017. Prior to joining NRP, Mr. Zolas served as Director of Financial Reporting at Cheniere Energy, Inc., a publicly traded energy company, where he performed financial statement preparation and analysis, technical accounting and SEC reporting for five separate SEC registrants, including a master limited partnership. Mr. Zolas joined Cheniere Energy, Inc. in 2007 as Manager of SEC Reporting and Technical Accounting and was promoted to Director in 2009. Prior to joining Cheniere Energy, Inc., Mr. Zolas worked in public accounting with KPMG LLP from 2002 to 2007. Kevin J. Craig was named Executive Vice President of GP Natural Resource Partners LLC in February 2021, after serving as Executive Vice President, Coal of GP Natural Resource Partners LLC since September 2014. Mr. Craig was the Vice President of Business Development for GP Natural Resource Partners LLC since 2005. Mr. Craig also represents NRP as one of its appointees to the Board of Managers of Sisecam Wyoming LLC. Mr. Craig joined NRP in 2005 from CSX Transportation. He has extensive marketing, finance and operations experience within the energy industry. Mr. Craig served as a member of the West Virginia House of Delegates having been elected in 2000 and re-elected in 2002, 2004, 2006, 2008, 2010 and 2012. In addition to other leadership positions, Delegate Craig served as Chairman of the Committee on Energy. Mr. Craig did not seek re-election in 2014 and his term ended January 2015. Prior to joining CSX, he served as a Captain in the United States Army. Mr. Craig has served as the Chairman of the Huntington Regional Chamber of Commerce Board of Directors and continues as a member of both the West Virginia Chamber of Commerce and the Huntington Regional Chamber of Commerce’s respective board of directors. He serves as a member of the Board of Directors of Encova Mutual Insurance Company, the West Virginia University Board of Governors and the WVU Medicine Board of Governors. Philip T. Warman has served as General Counsel and Secretary of GP Natural Resource Partners LLC since August 2021. Mr. Warman previously served as Executive Vice President, General Counsel and Secretary of SandRidge Energy Inc. from August 2010 until June 2019. He was Associate General Counsel for SEC and finance matters for Spectra Energy Corporation from January 2007 through July 2010. From 1998 through 2006 he practiced law as a corporate finance attorney with Vinson & Elkins, LLP in Houston, Texas. Mr. Warman earned a Bachelor of Science in Chemical Engineering from the University of Houston in 1993 and graduated from the University of Texas School of Law in 1998. 77 Table of Contents Gregory F. Wooten was named Senior Vice President, Chief Engineer of GP Natural Resource Partners LLC in February 2021, after serving as Vice President, Chief Engineer of GP Natural Resource Partners LLC since December 2013. Mr. Wooten joined NRP in 2007, serving as Regional Manager. Prior to joining NRP, Mr. Wooten served as Vice President, Chief Operating Officer and Chief Engineer of Dingess Rum Properties, Inc., where he managed coal, oil, gas and timber properties from 1982 until 2007. Mr. Wooten has over 35 years of experience in the coal industry, working as a planning and production engineer and is a member of the American Institute of Mining, Metallurgical, and Petroleum Engineers. Mr. Wooten also serves as the President of the National Council of Coal Lessors and is a board member of the West Virginia, Kentucky, Indiana and Montana Coal Council. He also serves on the board of the Cabell-Huntington Hospital and is a member of the West Virginia School Building Authority. Galdino J. Claro joined the Board of Directors of GP Natural Resource Partners LLC in March 2018. Mr. Claro has 30 years of worldwide executive leadership experience in the primary and secondary metals industries and is currently the Chief Executive Officer of the Wilmington Paper Corporation and an Independent Director of Phoenix Global. From October 2013 to August 2017, Mr. Claro served as the Group Chief Executive Officer and Managing Director of Sims Metal Management where he was also a member of the Safety, Health, Environment and Sustainability Committee, the Nomination Governance Committee and the Finance Investment Committee. Before joining Sims Metal Management, Mr. Claro served for four years as the Chief Executive Officer of Harsco Metals and Minerals. He joined Harsco from Aleris, where he served as CEO of Aleris Americas. Before that, he was the CEO of the Metals Processing Group of Heico Companies LLC. During his career with Alcoa Inc., Mr. Claro served for five years as the President of Alcoa China and for six years in Europe as the Vice President of Soft Alloys Extrusions and the President of Alcoa Europe Extrusions. While in South America, Mr. Claro worked for several different divisions of Alcoa Alumni SA as plant manager, technology manager, new products development director and Managing Director of Alcoa Cargo-Van. Before joining Alcoa in 1985, Mr. Claro started his career at Honda-Motogear as a Quality Control Manager where he worked for three years in both Brazil and Japan. S. Reed Morian joined the Board of Directors of GP Natural Resource Partners LLC in 2002. Mr. Morian has vast executive business experience having served as Chairman and Chief Executive Officer of several companies since the early 1980s and serving on the board of other companies. Mr. Morian has served as a member of the Board of Directors of the general partner of Western Pocahontas Properties Limited Partnership since 1986, New Gauley Coal Corporation since 1992 and the general partner of Great Northern Properties Limited Partnership since 1992. Mr. Morian also serves on the Board of Managers of Pocahontas Royalties, LLC. Mr. Morian worked for Dixie Chemical Company from 1971 to 2006 and served as its Chairman and Chief Executive Officer from 1981 to 2006. He has also served as Chairman, Chief Executive Officer and President of DX Holding Company from 1989 to 2023. He currently serves as President of Morian Interests LLC. He formerly served on the Board of Directors for the Federal Reserve Bank of Dallas—Houston Branch from April 2003 until December 2008 and as a Director of Prosperity Bancshares, Inc. from March 2005 until April 2009. He is currently serving on the Board of Directors of Gulf Capital Bank in Houston. Paul B. Murphy, Jr. joined the Board of Directors of GP Natural Resource Partners LLC in March 2018. Mr. Murphy retired from Cadence Bank in April 2023 after a 42 year career as a commercial banker serving 21 of those years as a CEO. Mr. Murphy helped raise $1 billion to invest in the distressed banking industry in 2010. He acquired Cadence Bank and three others and had strong core growth reaching $18 billion in assets. In 2021 Cadence merged with BancorpSouth and today the company is $48 billion in assets with 400 branches in 9 states and trades on the NYSE (CADE). Previously, Mr. Murphy spent 20 years at Amegy Bank of Texas, helping to steer that institution from $75 million in assets and a single location to assets of $11 billion and 85 banking centers at the time of his departure as the Chief Executive Officer and a Director in 2009. Mr. Murphy is an advocate of the community and is a board member of Oceaneering International, Inc., Hope and Healing Center and Institute and the Houston Hispanic Chamber of Commerce. He previously served on the Board of the Houston branch of the Dallas Federal Reserve and the Houston Endowment. Richard A. Navarre joined the Board of Directors of GP Natural Resource Partners LLC in October 2013. Mr. Navarre brings extensive operating, financial, strategic planning, public company and coal industry experience to the Board of Directors. Mr. Navarre is former Chairman, President and CEO of Covia Holdings, a leading provider of high quality minerals and material solutions for the industrial and energy markets. From 1993 until 2012, Mr. Navarre held senior executive positions with Peabody Energy Corporation, including President-Americas, President and Chief Commercial Officer, Executive Vice President of Corporate Development and Chief Financial Officer. Mr. Navarre serves on the Board of Directors of Civeo Corporation, where he serves as Chairman and member of the Environmental, Social, Governance and Nominating Committee and Arch Resources, where he serves as Chairman of the Personnel and Compensation Committee and member of the Environmental, Social, Governance and Nominating and Governance Committee. He is a member of the Hall of Fame of the College of Business and a member of the Board of Advisors of the College of Business and Analytics of Southern Illinois University Carbondale. He is the former Chairman of the Bituminous Coal Operators’ Association. Mr. Navarre is a Certified Public Accountant. Mr. Navarre also has been involved in numerous civic and charitable organizations throughout his career. Corbin J. Robertson, III joined the Board of Directors of GP Natural Resource Partners LLC in May 2013. Mr. Robertson, III has experience with investments in a variety of energy businesses, having served both in management of private equity firms and having served on several boards of directors. He has served as the Chief Executive Officer of the general partner of Western Pocahontas Properties Limited Partnership since May 2008, and has served on the Board of Directors of Quintana Minerals Corporation since 2007 and Western Pocahontas since October 2012. Mr. Robertson, III previously served on the Board of Managers of Premium Resources, LLC. Mr. Robertson, III also co-founded Quintana Energy Partners, an energy-focused private equity firm in 2006 and served as a Managing Director thereof from 2006 until December 2010. Mr. Robertson, III previously served as Vice President-Acquisitions for GP Natural Resource Partners LLC from 2003 until 2005. Mr. Robertson, III also serves on the Board of Directors of Quality Magnetite and LL&B Minerals, each of which is in the energy business. Mr. Robertson, III is the son of Corbin J. Robertson, Jr. Mr. Robertson, III previously served as Co-Managing Partner of LKCM Headwater Investments GP, LLC, LKCM Headwater Investments I, L.P., LKCM Headwater Investments II, LP, LKCM Headwater Investments II Sidecar, LP, LKCM Headwater Investments III, private equity funds that began June 2011. Stephen P. Smith joined the Board of Directors of GP Natural Resource Partners LLC in 2004. Mr. Smith brings extensive public company financial experience in the power and energy industries to the Board of Directors. Mr. Smith formerly served as Chief Financial Officer, Chief Accounting Officer and Director of the general partner of Columbia Pipeline Partners L.P. from September 2014 until June 2016. Mr. Smith also formerly served as Executive Vice President and Chief Financial Officer of Columbia Pipeline Group from July 2015 to June 2016. Mr. Smith served as Executive Vice President and Chief Financial Officer for NiSource, Inc. from August 2008 to June 2015. Prior to joining NiSource, he held several positions with American Electric Power Company, Inc, including Senior Vice President - Shared Services from January 2008 to June 2008, Senior Vice President and Treasurer from January 2004 to December 2007, and Senior Vice President - Finance from April 2003 to December 2003. Leo A. Vecellio, Jr. joined the Board of Directors of GP Natural Resource Partners LLC in May 2007. Mr. Vecellio brings extensive experience in the aggregates and coal mine development industry to the Board of Directors. Mr. Vecellio and his family have been in the aggregates materials and construction business since the late 1930s. Since November 2002, Mr. Vecellio has served as Chairman and Chief Executive Officer of Vecellio Group, Inc, a major aggregates producer, contractor and oil terminal developer/operator in the Mid-Atlantic and Southeastern states. For nearly 30 years prior to that time Mr. Vecellio served in various capacities with Vecellio & Grogan, Inc., having most recently served as Chairman and Chief Executive Officer from April 1996 to November 2002. Mr. Vecellio is the former Chairman of the American Road and Transportation Builders and is a longtime member of the Florida Council of 100, as well as many other civic and charitable organizations. 78 Table of Contents Corporate Governance Board Meetings and Executive Sessions The Board met seven times in 2023. During 2023, our non-management directors met in executive session several times. The presiding director was Mr. Vecellio, the Chairman of our Compensation, Nominating and Governance Committee, or CNG Committee. In addition, our independent directors met several times in executive session in 2023. Mr. Vecellio was the presiding director at those meetings. Interested parties may communicate with our non-management directors by writing a letter to the Chairman of the CNG Committee, NRP Board of Directors, 1415 Louisiana Street, Suite 3325, Houston, Texas 77002. Independence of Directors The Board of Directors has affirmatively determined that Messrs. Claro, Navarre, Smith, and Vecellio are independent based on all facts and circumstances considered by the Board, including the standards set forth in Section 303A.02(a) of the NYSE’s listing standards. Because we are a limited partnership as defined in Section 303A of the NYSE’s listing standards, we are not required to have a majority of independent directors on the Board. The Board has an Audit Committee, a Compensation, Nominating and Governance Committee, and a Conflicts Committee, each of which is staffed solely by independent directors. Audit Committee Our Audit Committee is comprised of Mr. Smith, who serves as chairman, Mr. Claro and Mr. Navarre. Mr. Smith and Mr. Navarre are "Audit Committee Financial Experts" as determined pursuant to Item 407 of Regulation S-K. During 2023, the Audit Committee met six times. Report of the Audit Committee Our Audit Committee is composed entirely of independent directors. The members of the Audit Committee meet the independence and experience requirements of the New York Stock Exchange. The Audit Committee has adopted, and annually reviews, a charter outlining the practices it follows. The charter complies with all current regulatory requirements. The Audit Committee Charter is available on our website at www.nrplp.com and is available in print upon request. During 2023, at each of its meetings, the Audit Committee met with the senior members of our financial management team, our general counsel and our independent auditors. The Audit Committee had private sessions at certain of its meetings with our independent auditors and the senior members of our financial management team and the general counsel at which candid discussions of financial management, accounting and internal control and legal issues took place. The Audit Committee approved the engagement of Ernst & Young LLP as our independent auditors for the year ended December 31, 2023 and reviewed with our financial managers and the independent auditors overall audit scopes and plans, the results of internal and external audit examinations, evaluations by the auditors of our internal controls and the quality of our financial reporting. Management has reviewed the audited financial statements in the Annual Report with the Audit Committee, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant accounting judgments and estimates, and the clarity of disclosures in the financial statements. In addressing the quality of management’s accounting judgments, members of the Audit Committee asked for management’s representations and reviewed certifications prepared by the Chief Executive Officer and Chief Financial Officer that our unaudited quarterly and audited consolidated financial statements fairly present, in all material respects, our financial condition and results of operations, and have expressed to both management and auditors their general preference for conservative policies when a range of accounting options is available. The Audit Committee has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Commission. The Audit Committee has received the written disclosures and the letter from the independent accountant required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence. In performing all of these functions, the Audit Committee acts only in an oversight capacity. The Audit Committee reviews our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K prior to filing with the Securities and Exchange Commission. In 2023, the Audit Committee also reviewed quarterly earnings announcements with management and representatives of the independent auditor in advance of their issuance. In its oversight role, the Audit Committee relies on the work and assurances of our management, which has the primary responsibility for financial statements and reports, and of the independent auditors, who, in their report, express an opinion on the conformity of our annual financial statements with U.S. generally accepted accounting principles. In reliance on these reviews and discussions, and the report of the independent auditors, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the Securities and Exchange Commission. Stephen P. Smith, Chairman Galdino J. Claro Richard A. Navarre 79 Table of Contents Compensation, Nominating and Governance Committee Executive officer compensation is administered by the CNG Committee, which is currently comprised of three members: Mr. Vecellio, as Chairman, Mr. Navarre and Mr. Smith. During 2023, the CNG Committee met eight times. Our Board of Directors appoints the CNG Committee and delegates to the CNG Committee responsibility for: • reviewing and approving the compensation for our executive officers in light of the time that each executive officer allocates to our business; • reviewing and recommending the annual and long-term incentive plans in which our executive officers participate and approving awards thereunder; and • reviewing and approving compensation for the Board of Directors. Our Board of Directors has determined that each CNG Committee member is independent under the listing standards of the NYSE and the rules of the SEC. Pursuant to its charter, the CNG Committee is authorized to obtain at NRP’s expense compensation surveys, reports on the design and implementation of compensation programs for directors and executive officers and other data that the CNG Committee considers as appropriate. In addition, the CNG Committee has the sole authority to retain and terminate any outside counsel or other experts or consultants engaged to assist it in the evaluation of compensation of our directors and executive officers. The CNG Committee Charter is available in print upon request. Partnership Agreement Investors may view our partnership agreement and the amendments to the partnership agreement on our website at www.nrplp.com . The partnership agreement is also filed with the SEC and is available in print to any unitholder that requests them. Corporate Governance Guidelines and Code of Business Conduct and Ethics We have adopted Corporate Governance Guidelines. We have also adopted a Code of Business Conduct and Ethics that applies to our management, and complies with Item 406 of Regulation S-K. Our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are available on our website at www.nrplp.com and are available in print upon request. We intend to disclose future amendments to certain provisions of the Code of Business Conduct and Ethics, and waivers of the Code of Business Conduct and Ethics granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver. NYSE Certification Pursuant to Section 303A of the NYSE Listed Company Manual, in 2023, Corbin J. Robertson, Jr. certified to the NYSE that he was not aware of any violation by the Partnership of NYSE corporate governance listing standards. 80 Table of Contents ITEM 11. EXECUTIVE COMPENSATION Compensation Discussion and Analysis Overview As a publicly traded partnership, we have a unique employment and compensation structure that is different from that of a typical public corporation. Our executive officers based in Houston, Texas are employed by Quintana Minerals Corporation (“Quintana”), and our executive officers based in Huntington, West Virginia are employed by Western Pocahontas Properties Limited Partnership (“Western Pocahontas”). Quintana and Western Pocahontas are controlled by our Chairman and Chief Executive Officer and are affiliates of NRP. While our executive officers are employed by affiliates of NRP, each of them has been appointed to serve as an executive officer of GP Natural Resource Partners LLC (“GP LLC”), the general partner of NRP (GP) LLC (“NRP GP”), the general partner of NRP. For a more detailed description of our structure, see " Items 1. and 2. Business and Properties — Partnership Structure and Management " in this Annual Report on Form 10-K. Although our executive officers’ salaries and bonuses are paid directly by the private companies that employ them, we reimburse those companies based on the time allocated to NRP by each executive officer. Our reimbursement for the compensation of executive officers is governed by our partnership agreement. For purposes of this Compensation Discussion and Analysis, our “named executive officers” are: • Corbin J. Robertson, Jr.—Chairman and Chief Executive Officer • Craig W. Nunez—President and Chief Operating Officer • Christopher J. Zolas—Chief Financial Officer • Philip T. Warman—General Counsel and Secretary • Kevin J. Craig—Executive Vice President In addition, borrowings by us and our affiliates do not constitute a breach of any duty owed by our general partner to the unitholders, including borrowings that have the purpose or effect of enabling our general partner to receive distributions. Named Executive Officer Compensation Strategy and Philosophy Under our partnership agreement, each quarter we are required to distribute all of our available cash, as such term is defined in our partnership agreement. The Board of Directors considers numerous factors each quarter in determining cash distributions including profitability, cash flow, debt service obligations, market conditions and outlook, estimated unitholder income tax liability, and the level of cash reserves that the board determines are necessary for future operating and capital needs. Our primary objective over the last eight years has been to use all internally generated cash flow to reduce debt while paying distributions to common unitholders sufficient to cover income tax liability on their share of the partnership’s taxable income. Our compensation philosophy is designed to attract, motivate and retain highly talented executives, while keeping them focused on promoting our strategic objectives to manage the business under current market conditions and position the partnership as a key beneficiary of the transitional energy economy of the future. Our objective in determining the compensation of our named executive officers is to incentivize them to create long-term value for our unitholders and other stakeholders. We believe our compensation programs encourage sustained long-term profitability by making a portion of each named executive officer’s total direct compensation variable and dependent on our achievement of safety, financial and strategic performance goals as well as the total unitholder return of our common units. Thus, a significant portion of our executives’ total compensation is performance-based and not guaranteed, as further described under “—Components of Compensation.” Although we reimburse Quintana and Western Pocahontas, as applicable, for the applicable portion of our named executive officers’ compensation, the CNG Committee is responsible for administering our executive officer compensation programs. To help retain and motivate executives, the CNG Committee aims to offer competitive compensation packages through a mix of cash and long-term, equity-based incentives. The CNG Committee does not have any formal policies for allocating total compensation among the various components. Instead, the CNG Committee uses its judgment, in consultation with the independent compensation consultant, to establish an appropriate balance of short-term and long-term compensation for such named executive officers for their services to us. The balance may change from year to year based on the amount of time an executive spends in service to us, our corporate strategy, financial performance and non-financial objectives, among other considerations. 81 Table of Contents Summary of Compensation Practices We strive to maintain judicious governance standards and compensation practices by regularly reviewing best practices. The CNG Committee incorporated many best practices when forming our 2023 compensation program, including the following: What We Do ✔ Align our executive compensation with long-term performance ✔ Align executive officers’ interests with those of unitholders ✔ Engage an independent compensation consultant, NFP Compensation Consultants ("NFP"), to assess our practices ✔ Maintain trading policies that restrict all employees and directors from pledging or short selling our securities, entering into any derivative transactions with respect to our securities, or otherwise hedging the risk and reward of our securities ✔ Review the independence of any compensation consultant that is engaged to assist in our compensation analysis ✔ Provide limited perquisites What We Don ’ t Do ✘ Automatically increase salaries each year or make lock-step changes in compensation based on peer group compensation levels or metrics ✘ Pay guaranteed or multi-year cash bonuses ✘ Provide significant perquisites ✘ Provide tax gross-ups The 2023 compensation for executive officers consisted of four primary components: • base salaries; • short-term cash incentive compensation; • long-term equity incentive compensation; and • perquisites and other benefits. Mr. Robertson does not receive a salary in his capacity as Chief Executive Officer. Mr. Robertson is compensated through short-term cash and long-term equity incentive awards, all of which is allocated to NRP. To the extent our named executive officers spend time on non-NRP matters, NRP bears only the proportionate cost of their base salaries, short-term cash incentive compensation and perquisites and other benefits. In February of each year, the CNG Committee approves the short-term cash incentive awards for the year just ended and long-term incentive awards for the named executive officers. The CNG Committee considers the performance of the partnership, the performance of the individuals and the outlook for the future in determining the amounts of the awards. Each February, the CNG Committee also makes awards of equity-based awards to be settled in common units under the Natural Resource Partners 2017 Long-Term Incentive Plan (the “2017 Plan”) to NRP’s officers in order to incentivize management and align the long-term interests of management and NRP unitholders. 82 Table of Contents Role of the CNG Committee The CNG Committee oversees our executive compensation and employee benefit programs, and reviews and approves all compensation decisions relating to our named executive officers and directors. The CNG Committee also approves its report for inclusion in this Annual Report and has reviewed and discussed this Compensation Discussion and Analysis with management. Specifically, the CNG Committee reviews and approves the compensation for our named executive officers. It reviews and approves the annual and long-term incentive plans in which our named executive officers participate, and it also reviews and approves compensation programs for the members of the Board of Directors, as described further below. Role of Independent Compensation Consultant and Market Data The CNG Committee engaged NFP to review our compensation practices for our named executive officers and directors relative to our peers. NFP provides no services to management or the CNG Committee that are unrelated to the duties and responsibilities of the CNG Committee, and the CNG Committee makes all decisions regarding the compensation of our named executive officers and directors. NFP reports directly to the CNG Committee, and all work conducted by NFP for us is on behalf of the CNG Committee. The CNG Committee has determined that no conflicts of interest exist as a result of the engagement of NFP. The CNG Committee, with input from NFP, selected our peer group (the “Peer Group”) after reviewing annual revenue, market capitalization, total enterprise value and total assets of relevant public companies to determine which companies were representative of the marketplace for talent within which we compete. The CNG Committee reviews the Peer Group annually to ensure continued appropriateness for comparative purposes. The CNG Committee determined that the companies below reflect an appropriate Peer Group for 2023: Amplify Energy Corp. Enviva Partners, LP Ring Energy, Inc. Berry Corporation Falcon Minerals Corporation SilverBow Resources, Inc. Black Stone Minerals, L.P. Kimbell Royalty Partners, LP Sisecam Resources LP Brigham Minerals, Inc. NACCO Industries, Inc. Smart Sand, Inc. CatchMark Timber Trust, Inc. PHX Minerals, Inc. SunCoke Energy, Inc. CONSOL Coal Resources LP Ramaco Resources, Inc. W&T Offshore Inc. Earthstone Energy Inc. Ranger Oil Corporation NFP provides the CNG Committee with Peer Group data for comparison purposes, such as to compare equity and pay mix practices. Market pay levels are one of multiple factors considered by the CNG Committee in setting applicable compensation amounts and determining the appropriate design of incentive compensation programs. Role of Our Executive Officers in the Compensation Process With respect to 2023 salaries, short-term cash incentive awards and long-term equity incentive awards, Mr. Nunez, our President and Chief Operating Officer, provided Mr. Robertson with recommendations relating to the executive officers other than himself. Mr. Robertson considered those recommendations and provided the CNG Committee with recommendations for all of the executive officers other than himself. Messrs. Robertson and Nunez considered the factors described elsewhere in this Compensation Discussion and Analysis in recommending, in their discretion, the appropriate amounts of compensation for each named executive officer (other than for themselves). Messrs. Robertson and Nunez attended the CNG Committee meetings, other than executive sessions called by the CNG Committee, at which the CNG Committee deliberated and approved the salaries, short-term cash incentive awards and long-term equity incentive awards for 2023. Messrs. Robertson and Nunez were excused from the meetings when the CNG Committee discussed their compensation. 83 Table of Contents Components of Compensation Base Salaries With the exception of Mr. Robertson, who does not receive a salary for his services as Chief Executive Officer, our named executive officers are paid an annual base salary by Quintana or Western Pocahontas for services rendered to us by the named executive officers during the fiscal year. We then reimburse Quintana and Western Pocahontas based on the time allocated to our business by each named executive officer. The base salaries of our named executive officers are reviewed on an annual basis as well as at the time of a promotion or other material change in responsibilities. The CNG Committee reviews and approves the full salaries paid to each named executive officer by Quintana and Western Pocahontas, based on both the actual time allocations to NRP in the prior year and the anticipated time allocations in the coming year. In determining salaries for our named executive officers for 2023, the CNG Committee considered several factors including the executive’s position and level of responsibility within our organization, comparative market data and other external market-based factors. The CNG Committee also considered the individual performance, our partnership’s overall performance during the fiscal year and the individual’s contribution to our overall performance of each named executive officer during 2022. Salaries for 2023 are shown in the Summary Compensation Table below. Short-Term Cash Incentive Compensation Short-term cash incentive awards are determined based on the Partnership meeting and exceeding certain annual financial, strategic objectives and safety goals. Short-term cash incentive awards are used to motivate and reward our named executive officers. Each named executive officer received a short-term cash incentive award approved in February 2024 by the CNG Committee. The amounts awarded with respect to 2023 under this program are disclosed in the Summary Compensation Table under the Bonus column. The CNG Committee, using recommendations from NFP, determined that cash bonuses would be paid based on a percentage of base salary, with our Chief Executive Officer receiving approximately 2.3 times the amount awarded to the President and Chief Operating Officer for 2023. The CNG Committee used free cash flow, strategic objectives and safety as performance measures in determining the amount of bonuses paid under the plan, representing 75%, 20% and 5% of the total award, respectively. Based on the level of achievement of the performance measures, the CNG Committee used its discretion to set the level of bonus payments as a percentage of target. The following table shows the performance measures used in the 2023 short-term cash incentive compensation for our named executive officers, together with the percentage of the total annual cash incentive grant that such component comprises. Each of the components for the named executive officers is described in greater detail below: Performance Measure 2023 Portion of Total Target Award Free Cash Flow 75% Strategic Objectives 20% Safety 5% We believe that these performance measures align our short-term incentive compensation with both unitholder and employee interests by targeting specific performance goals set forth in the first quarter of each year. By identifying meaningful performance measures, and by assigning greater weight to certain measures, we are able to more closely align compensation to the achievement of those business objectives over which particular employees have the greatest impact. If the target level of performance is achieved with respect to a particular performance measure, the applicable payout percentage for that performance measure will equal 100%. Achievement at the threshold performance level results in a payout percentage for that performance measure that will equal 50%. If the maximum level of performance is achieved with respect to a particular performance measure the payout percentage for that measure will equal 200% of target performance, with the exception of safety which is capped at 100%. We interpolate payouts under the annual cash incentive awards for performance levels that fall between the threshold, target and maximum performance levels. There is no payout for performance that does not meet the threshold level criteria and there is no payout in excess of the maximum performance level. 84 Table of Contents Free Cash Flow “Free Cash Flow” is calculated as cash flow from operating activities plus return on long-term contract receivable less cash flow used in investing activities, excluding proceeds from asset sales. The CNG Committee utilized the budget approved by the Board of Directors during the annual review process and set the “target” level for this performance measure at 100% of budget. The threshold payout value was set at 80% of the Free Cash Flow budget and the maximum payout value was set at 120% of the budget. We consider this performance measure to be difficult to attain and appropriately reflective of our position in the inherently volatile commodities market. The following table shows the threshold, target and maximum levels for the 2023 short-term cash incentive compensation plan: Performance Measure Threshold Target Maximum Free Cash Flow $205,120,000 $256,400,000 $307,680,000 Strategic Objectives Strategic Objectives are approved by the Board of Directors each year and reflect the broad strategic objectives of the partnership, which may change year to year. The measure of performance of these strategic objectives is evaluated annually by the CNG Committee and the threshold, target and maximum payouts are at the discretion of the CNG Committee. Safety Safety is an important emphasis for the Partnership and, the Board of Directors believes, each of the Partnership's stakeholders. Strong safety performance leads to improved employee performance and lower costs associated with regulatory citations, insurance and litigation matters, which in turn lead to improved operating performance. Because of these factors, the CNG Committee uses Reportable Injuries and Lost Time Incidents as a component of the annual incentive compensation plan. Due to the non-operating nature of our business, the “Reportable Injuries and Lost Time Incidents” are set at a target of zero, with threshold or maximum measure. Additionally, the CNG Committee considers the Partnership's completion rate for annual safety trainings with a 100% employee completion rate. 2023 Payout Under the Short-Term Cash Incentive Compensation Plan In early 2024, the CNG Committee evaluated the levels of achievement of the various performance measures for 2023 and made the following determinations: Performance Measure Actual Performance Applicable Payout Percentage Relative Weighting Weighted Payout Percentage Free Cash Flow $313,400,000 200% 75% 150% Strategic Objectives Board Satisfaction 150% 20% 30% Safety 100% 100% 5% 5% 85 Table of Contents Based on the actual performance as set forth above, the cumulative amounts listed below were earned under the 2023 short-term cash incentive compensation for the Partnership's 2023 performance. Name Target as a % of Base Salary Actual payout as a % of Base Salary Dollar Amount of Actual payout ($) Corbin J. Robertson, Jr. (1) 2.3x 2.3x 2,369,918 Craig Nunez 100% 185% 1,030,400 Christopher J. Zolas 80% 148% 584,226 Philip Warman 76% 141% 555,015 Kevin Craig (2) 80% 148% 500,034 (1) As Mr. Robertson does not receive a salary, his annual cash incentive is calculated as a multiple of the President and Chief Operating Officer’s actual payout. (2) Mr. Craig allocated approximately 88% of his time to NRP during the year ended December 31, 2023, and the amount of short-term cash incentive compensation reflects this allocation. The following table shows the target opportunities available to the named executive officers as a percentage of base salary and the actual payouts as a percentage of their base salaries for each of the last three years: ​ ​ 2021 2022 2023 Name Target as % of Base Salary Actual Payout as % of Target Target as % of Base Salary Actual Payout as % of Target Target as % of Base Salary Actual Payout as % of Target Corbin J. Robertson, Jr. (1) 2.3x 172% 2.3x 195% 2.3x 185% Craig Nunez 100% 172% 100% 195% 100% 185% Christopher J. Zolas 80% 172% 80% 195% 80% 185% Philip Warman 76% 172% 76% 195% 76% 185% Kevin Craig 80% 172% 80% 195% 80% 185% (1) As Mr. Robertson does not receive a salary, his annual cash incentive is calculated as a multiple of the President and Chief Operating Officer’s actual payout. 86 Table of Contents Long-Term Equity Incentive Compensation We have adopted the 2017 Plan pursuant to which we may grant equity-based compensation to our named executive officers and other officers. Our CNG Committee believes that awards under the 2017 Plan promote the alignment of the interests of management with those of our unitholders and promote creation of value for our unitholders. In 2023, the CNG Committee determined it was appropriate to introduce additional performance measures in connection with long-term compensation to better align executive compensation with the Partnership's performance. We refer to these phantom units issued in 2023 as “2017 Plan Phantom Units.” The 2023 awards were made in the form of phantom units that will settle in NRP common units on a one-for-one basis and will accrue tandem distribution equivalent rights (“DERs”) to be paid in cash upon settlement. 2023 Annual Grants The first award of the 2017 Plan Phantom Units granted in February 2023 (“2022 Award”) was to recognize the Partnership's performance in 2022, whereby we achieved 180% of target. In determining the award amounts the CNG Committee used the following key metrics: safety, free cash flow and certain strategic initiatives. These phantom unit awards time-vest ratably over a three-year period following the grant date. The second of the 2017 Plan Phantom Units award granted in February 2023 (“2023 Award”) was to provide a revised form of performance-based long-term incentive compensation. This new form included a mix of time-based and performance-based phantom units awarded at target; 35% are time-based phantom units that will vest ratably over a three-year period and 65% are performance-based phantom units that will cliff vest at the end of the three-year period with the actual number of units vesting for the performance-based phantom units to be determined by the performance score. The performance score will be the relative total unit holder return (“TUR”) performance score and the financial performance score, both weighted at 50%. The 2017 Plan Phantom Units (the 2022 Award and 2023 Award) are subject to forfeiture and will vest on an accelerated basis following death or disability of the award recipient, following a change in control of NRP, or termination without cause or for good reason. The grant date fair value of the 2017 Plan Phantom Units awarded in 2023 (the 2022 Award and 2023 Award) is disclosed in the Summary Compensation Table under the Stock Awards column. In determining the award amounts the CNG Committee used a percentage target of base salary. The following table sets forth the long-term equity award targets and number of units granted to each NEO in 2023: 2022 Award 2023 Award Named Executive Officer Target as % of Base Salary Time-Based Target as % of Base Salary Time-Based Performance-Based Corbin J. Robertson, Jr. (1) 1.84x 65,791 1.84x 15,866 29,466 Craig W. Nunez 224% 35,756 224% 8,623 16,014 Christopher J. Zolas 153% 15,071 153% 4,173 7,751 Philip T. Warman 85% 10,137 85% 2,311 4,292 Kevin J. Craig (2) 90% 10,378 90% 2,380 4,420 (1) As Mr. Robertson does not receive a salary, his annual cash incentive is calculated as a multiple of the President and Chief Operating Officer’s actual payout. (2) Although Mr. Craig allocated approximately 88% of his time to NRP during the year ended December 31, 2023, the grants under the 2017 Plan to Mr. Craig do not factor in such allocation. 87 Table of Contents Relative Total Unitholder Return Performance Score For the relative TUR performance score, the performance-based phantom units will be eligible to vest based on the Partnership's TUR relative to the Partnership's performance peer group over the three-year performance period. The TUR calculation will be based on a “point-to-point” approach using the 20 calendar-day volume-weighted average of the closing price per share (or unit) of the Partnership or a member of the performance peer group listed below at the beginning and end of the performance period. In the event that our TUR is negative, the payout will be capped at target, regardless of peer group performance. In the instance of a merger or acquisition of a peer company during the performance period, the company would be removed from the peer group. The performance peer group for the 2023 Awards consists of the following companies: Alliance Resource Partners Peabody Energy Corporation Alpha Metallurgical Resources Ramaco Resources, Inc. Arch Resources, Inc Sisecam Resources LP CONSOL Coal Resources LP SunCoke Energy, Inc. Corsa Coal Corp. Warrior Met Coal, Inc Enviva Inc. If the target level of performance is achieved, the payout percentage will equal 100%. Achievement at the threshold performance level will result in a payout at 50% of target performance and achievement at the maximum performance level will result in a payout at 200% of target performance. We interpolate payouts for performance levels that fall between the stated performance levels. There is no payout for performance that does not meet the threshold level and there is no payout in excess of the maximum performance level. The following table shows the performance levels for the 2023 long-term performance-based equity awards: Performance Measure Threshold Target Maximum Relative Total Unitholder Return ​ 18th Percentile 45th Percentile ​ 91st Percentile Financial Performance Score The financial performance score is calculated based on cumulative three-year free cash flow. “Free Cash Flow” is defined as cash from operating activities plus return on long-term contract receivable less cash flow used in investing activities, excluding proceeds from asset sales. Payouts will be determined based on the achievement of cumulative free cash flow relative to targets set by the Committee. We consider this performance measure to be difficult to attain and appropriately reflective of our position in the inherently volatile commodities market. 88 Table of Contents Perquisites and Other Personal Benefits Both Quintana and Western Pocahontas maintain employee benefit plans that provide our executive officers and other employees with the opportunity to enroll in health, dental and life insurance plans. Each of these benefit plans requires the employee to pay a portion of the health and dental premiums, with the applicable company paying the remainder. These benefits are offered on the same basis to all employees of Quintana and Western Pocahontas, and the company costs are reimbursed by us to the extent the employee allocates time to our business. In 2023, Quintana and Western Pocahontas maintained tax-qualified 401(k) plans. During 2023, Quintana and Western Pocahontas matched 100% of the first 6.0% of the employee contributions under their respective 401(k) plans. As with the other contributions, any amounts contributed by Quintana and Western Pocahontas are reimbursed by us based on the time allocated by the employee to our business. None of NRP, Quintana or Western Pocahontas maintains a pension plan, a defined benefit retirement plan or a deferred compensation plan. Other Compensation Policies and Practices Unit Ownership Requirements NRP maintains Unit Ownership and Retention Guidelines (the “ownership guidelines”) that are administered by the CNG Committee and require NRP’s officers who are required to file ownership reports under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and certain other officers as designated from time-to-time by the Board or the CNG Committee to retain all common units awarded under any NRP incentive plan (net of any units withheld or sold to cover tax liabilities) until certain ownership guidelines are met. The following table sets for the ownership guidelines. There is no minimum time period required to achieve the unit ownership guidelines. Position Requirement Chief Executive Officer (1) N/A President and Chief Operating Officer 3 x Salary Chief Financial Officer 3 x Salary General Counsel and Secretary 1.5 x Salary Executive Vice President 2 x Salary (1) Ownership guidelines due not currently apply to our Chief Executive Officer due to his substantial ownership in NRP. The ownership guidelines also require directors who are not officers to retain common units with a value equal to three times the amount of the annual cash retainer paid to directors. Directors are required to achieve the unit ownership guideline within five years. Until the unit ownership guideline is achieved, each director is encouraged to retain all common units awarded under any NRP incentive plan (net of any units sold to cover tax liabilities). Units that count towards the satisfaction of the officer and director guidelines include common units held directly by the executive officer or director, common units owned indirectly by the executive officer or director (e.g., by a spouse or other immediate family member residing in the same household or a trust for the benefit of the executive officer or director or his or her family), units granted under NRP’s long-term incentive plans (including phantom units representing the right to receive units), and units purchased in the open market (whether purchased before or after the effective date of the ownership guidelines). 89 Table of Contents Incentive Compensation Recoupment Policy NRP maintains the Natural Resource Partners L.P. Incentive-Based Compensation Recoupment Policy, which is administered by the CNG Committee and intended to be compliant with the new clawback rules and regulations that went into effect during 2023. The policy authorizes the Board or committee thereof to recoup incentive compensation in the event of a restatement of financial statements due to material non-compliance with securities laws, fraud or misconduct. For more information, please see NRP's Incentive-Based Compensation Recoupment Policy attached as Exhibit 97.1 in this Annual Report on form 10-K. Securities Trading Policy Our insider trading policy restricts employees and directors, as well as their designees, from purchasing or selling puts or calls to sell or buy our common units, engaging in short sales with respect to our common units, buying our securities on margin or pledging our securities to secure debt or engaging in any transactions that would be deemed to be a hedging transaction involving our securities. Risk Assessment of Compensation Plans We believe that our compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs and the compensation arrangements are designed to encourage our employees, including our named executive officers, to focus on both short-term and long-term strategic goals, thereby creating an ownership culture and helping to align the interests of our employees and our unitholders. Accordingly, our compensation program is balanced between short-term and long-term incentives, as well as cash and equity-based forms of settlement. Overall, we believe that the balance within our compensation program results in an appropriate compensation structure and that the program does not pose risks that could have a material adverse effect on our business or financial performance. Report of the Compensation, Nominating and Governance Committee The CNG Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on the reviews and discussions referred to in the foregoing sentence, the CNG Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2023. Leo A. Vecellio, Jr., Chairman Richard A. Navarre Stephen P. Smith 90 Table of Contents Summary Compensation Table The following table sets forth the amounts reimbursed to affiliates of our general partner for compensation in 2021, 2022 and 2023: Stock All Other Name and Principal Position (1) Year Salary ($) Bonus ($) Awards ($) (2) Compensation ($) (3) Total ($) Corbin J. Robertson, Jr.—Chief Executive Officer 2023 — 2,369,918 5,638,047 — 8,007,965 2022 — 2,379,068 3,096,757 — 5,475,825 2021 — 2,037,340 946,909 — 2,984,249 Craig W. Nunez—President and Chief Operating Officer 2023 556,973 1,030,400 3,064,159 19,800 4,671,332 2022 530,450 1,034,378 1,683,020 18,300 3,266,148 2021 515,000 885,800 717,032 17,400 2,135,232 Christopher J. Zolas—Chief Financial Officer 2023 394,748 584,226 1,369,645 19,800 2,368,419 2022 375,950 586,482 709,414 18,300 1,690,146 2021 365,000 502,240 412,549 17,400 1,297,189 Philip T. Warman—General Counsel and Secretary (4) 2023 394,748 555,015 849,337 19,800 1,818,900 Kevin J. Craig—Executive Vice President (5) 2023 337,861 500,034 871,561 26,243 1,735,699 (1) In 2023, Messrs. Robertson, Nunez, Zolas, Warman and Craig spent approximately 50%, 100%, 100%, 100% and 88%, respectively, of their time on NRP matters. (2) Amounts represent the grant date fair value of phantom unit awards determined in accordance with Accounting Standards Codification Topic 718 determined without regard to forfeitures. For information regarding the assumptions used in calculating these amounts, see " Item 8. Financial Statements and Supplementary Data—Note 16. Unit-Based Compensation " elsewhere in this Annual Report on Form 10-K for more information. (3) Includes portions of 401(k) matching allocated to Natural Resource Partners by Quintana and Western Pocahontas. (4) Mr. Warman was not a named executive officer in 2021 or 2022. (5) Mr. Craig was not a named executive officer in 2021 or 2022. Mr. Craig allocated approximately 88% of his time to NRP during the year ended December 31, 2023 and amounts included under the “Salary,” “Bonus,” and “All Other Compensation” columns reflect this allocation. Amounts included under “Stock Awards” are paid 100% by NRP. 91 Table of Contents Grants of Plan-Based Awards in 2023 The following table shows the 2017 Plan Phantom Units granted to named executive officers during 2023. Based on the grant, the awards in the table below will either vest ratably in 2024, 2025 and 2026 or cliff vest in 2026. Upon settlement, an equivalent number of common units will be issued to each named executive officer, subject to withholding. The 2017 Plan Phantom Units also accrue DERs from the grant date, which will be paid out in cash upon settlement following and subject to vesting. 2017 Plan Phantom Units Estimated Future Payouts Under Equity Incentive Plan Awards (1) All other Unit Awards (2) Named Executive Officer Grant Date Threshold (#) Target (#) Maximum (#) Units (#) Grant Date Fair Value ($) Corbin J. Robertson, Jr 2/1/2023 14,733 29,466 58,932 1,495,016 2/1/2023 81,657 4,143,031 Craig W. Nunez 2/1/2023 8,007 16,014 32,028 812,502 2/1/2023 44,379 2,251,657 Christopher J. Zolas 2/1/2023 3,876 7,751 15,502 393,262 2/1/2023 19,244 976,383 Philip T. Warman 2/1/2023 2,146 4,292 8,584 217,763 2/1/2023 12,448 631,574 Kevin J. Craig 2/1/2023 2,210 4,420 8,840 224,258 2/1/2023 12,758 647,303 (1) The units represent performance-based awards and cliff vest in February 2026. If threshold targets are not met, the award amount will be zero. The number of awards that vest will be between zero and the maximum. (2) The units represent time-based awards and vest ratably in February 2024, 2025 and 2026. Employment Agreements None of our named executive officers have an employment agreement. 92 Table of Contents Outstanding Equity Awards at December 31, 2023 The table below shows the total number of outstanding 2017 Plan Phantom Units held by each named executive officer at December 31, 2023. Performance-based units are valued assuming target is met. Named Executive Officer Unvested 2017 Plan Phantom Units Market Value of Unvested 2017 Plan Phantom Units ($) (6) Corbin J. Robertson, Jr. (1) 185,510 17,170,806 Craig W. Nunez (2) 104,718 9,692,698 Christopher J. Zolas (3) 47,804 4,424,738 Philip T. Warman (4) 25,337 2,345,193 Kevin J. Craig (5) 31,506 2,916,195 (1) 156,044 units are time-based and vest ratably in February 2024, 2025 and 2026, and 29,466 units are performance based and cliff vest in February 2026. (2) 88,704 units are time-based and vest ratably in February 2024, 2025 and 2026, and 16,014 units are performance based and cliff vest in February 2026. (3) 40,053 units are time-based and vest ratably in February 2024, 2025 and 2026, and 7,751 units are performance based and cliff vest in February 2026. (4) 21,045 units are time-based and vest ratably in February 2024, 2025 and 2026, and 4,292 units are performance based and cliff vest in February 2026. (5) 27,086 units are time-based and vest ratably in February 2024, 2025 and 2026, and 4,420 units are performance based and cliff vest in February 2026. (6) Based on a unit price of $92.56, the closing price for the common units on December 29, 2023, the last trading day in calendar year 2023. Units Vested in 2023 The table below shows the value realized by each named executive officer as a result of the vesting of their phantom unit awards granted under the 2017 Plan: Named Executive Officer 2017 Plan Phantom Units Value Realized on Vesting ($) (1) (2) Corbin J. Robertson, Jr. 69,768 4,089,074 Craig W. Nunez 41,816 2,451,874 Christopher J. Zolas 19,743 1,158,139 Philip T. Warman 1,802 102,858 Kevin J. Craig 13,602 797,916 (1) Based on a unit price of $54.08, the closing price for the common units on February 14, 2023. (2) Includes DERs accrued from the issue date to the settlement date. 93 Table of Contents Potential Payments upon Termination or Change in Control Upon the occurrence of a change in control or termination without cause of NRP, our general partner, or GP Natural Resource Partners LLC, 2017 Plan Phantom Units held by each of our named executive officers would immediately vest and become payable and they are entitled to no other benefits because we do not have employment contracts. The table below indicates the estimated payments to each named executive officer following a change in control at December 31, 2023. 2017 Plan Equity Awards Named Executive Officer Unvested Phantom Units Market Value ($) (1) Accumulated DERs ($) Total Potential Payments ($) Corbin J. Robertson, Jr. 185,510 17,170,806 1,144,463 18,315,269 Craig W. Nunez 104,718 9,692,698 658,938 10,351,636 Christopher J. Zolas 47,804 4,424,738 305,789 4,730,527 Philip T. Warman 25,337 2,345,193 108,985 2,454,178 Kevin J. Craig 31,506 2,916,195 203,322 3,119,517 (1) Calculated based on a unit price of $92.56, the closing price for the common units on December 29, 2023, the last trading day in calendar year 2023. Directors' Compensation for the Year Ended December 31, 2023 For more information regarding the Board and committees thereof, see “ Item 10. Directors and Executive Officers of the Managing General Partner and Corporate Governance ” elsewhere in this Annual Report on Form 10-K. Director compensation during 2023 consisted of a $75,000 cash retainer and an award of common units under the 2017 Plan. The units awarded to Board members are fully vested and not subject to forfeiture; however, the Board members had the option in advance of receipt of the award to elect to defer settlement of the award until after 90 days following such director’s retirement or earlier departure from the Board. In addition, members of Board committees received $8,000, $7,500 and $5,000 for serving on the audit, compensation, nominating and governance and conflicts committees, respectively, and the chairman of the audit, compensation, nominating and governance and conflicts committees received an additional $20,000, $15,000 and $15,000, respectively, for acting as chairman. The table below shows the directors’ compensation for the year ended December 31, 2023: Name of Director Fees Earned or Paid in Cash ($) 2017 Plan Common Unit Awards ($) (1) Total Compensation ($) S. Reed Morian 75,000 115,021 190,021 Richard A. Navarre (2) 110,500 115,021 225,521 Corbin J. Robertson, III 75,000 115,021 190,021 Stephen P. Smith (3) 110,500 115,021 225,521 Leo A. Vecellio, Jr. 102,500 115,021 217,521 Paul B. Murphy, Jr. 75,000 115,021 190,021 Galdino J. Claro 88,000 115,021 203,021 (1) Amounts represent the grant date fair value of phantom unit awards determined in accordance with Accounting Standards Codification Topic 718 determined without regard to forfeitures. For information regarding the assumptions used in calculating these amounts, see " Item 8. Financial Statements and Supplementary Data—Note 16. Unit-Based Compensation " elsewhere in this Annual Report on Form 10-K. All of the phantom units reported in this column were outstanding on December 31, 2023 and will vest on February 1, 2024. As of December 31, 2023, each of the current directors hold the following number of outstanding phantom unit awards: Mr. Morian, 2,267; Mr. Navarre, 6,621; Mr. Robertson, 2,267; Mr. Smith, 17,629; Mr. Vecellio, 2,267; Mr. Murphy, 2,267 and Mr. Claro, 2,267. (2) Mr. Navarre elected to defer settlement of his common units awarded under the 2017 Plan in 2018 and 2019 until 90 days following his retirement or earlier departure from the Board. As of December 31, 2023, 6,621 phantom units previously awarded to Mr. Navarre were outstanding but only 2,267 were unvested. (3) Mr. Smith elected to defer settlement of his common units awarded under the 2017 Plan in 2018, 2019, 2020, 2021 and 2022 until 90 days following his retirement or earlier departure from the Board. As of December 31, 2023, 17,629 phantom units previously awarded to Mr. Smith were outstanding but only 2,267 were unvested. 94 Table of Contents Compensation Committee Interlocks and Insider Participation During the year ended December 31, 2023, Messrs. Vecellio, Navarre, and Smith served on the CNG Committee. None of Messrs. Vecellio, Navarre, and Smith has ever been an officer or employee of NRP or GP LLC. None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has any executive officer serving as a member of our Board or CNG Committee. Pay Ratio Disclosure The Securities and Exchange Commission has adopted a rule requiring annual disclosure of the ratio of the median employee’s total annual compensation to the total annual compensation of the principle executive officer. The personnel providing services to us, including our executive officers, are employed by Quintana or Western Pocahontas. As of December 31, 2023, 55 such persons were providing services to us. We identified a new median service provider for 2023 by examining the 2023 total taxable compensation, as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2, for all individuals who provided services to us as of December 31, 2023. We did not make any assumptions, adjustments, or estimates with respect to total cash compensation or equity compensation and we did not annualize the compensation for any service providers that were not employed for all of 2023. After identifying the median service provider based on total compensation, we calculated annual 2023 compensation for the median service provider using the same methodology used to calculate the Chief Executive Officer’s total compensation as reflected in the Summary Compensation Table above. The median service provider’s annual 2023 compensation was as follows: Name Year Salary ($) Bonus ($) Non-Equity Incentive Plan Compensation ($) Stock Awards ($) All Other Compensation ($) Total ($) Median Service Provider 2023 101,389 46,893 34,434 — 6,083 188,799 Our 2023 ratio of Chief Executive Officer total compensation of $8,007,965 to our median service provider's total compensation of $188,799 is reasonably estimated to be 42:1. 95 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tables set forth, as of February 22, 2024, the amount and percentage of our common units and preferred units beneficially held by (1) each person known to us to beneficially own 5% or more of any class of our units, (2) by each of our directors and named executive officers and (3) by all directors and executive officers as a group. Unless otherwise noted, each of the named persons and members of the group has sole voting and investment power with respect to the units shown. Percentage of Common Common Name of Beneficial Owner Units Units (1) Corbin J. Robertson, Jr. (2) 2,569,048 19.8 % Quintana Management LLC (3) 1,883,986 14.5 % The Goldman Sachs Group, Inc. (4) 917,289 7.1 % Kevin J. Craig 35,262 * Craig W. Nunez 89,340 * Philip T. Warman 4,557 * Christopher J. Zolas 42,234 * Galdino J. Claro 20,109 * S. Reed Morian (5) 636,508 4.9 % Paul B. Murphy, Jr. 22,802 * Richard A. Navarre (6) 16,995 * Corbin J. Robertson III (7) 254,651 2.0 % Stephen P. Smith (8) 2,622 * Leo A. Vecellio, Jr. 22,349 * Directors and Officers as a Group (9) 3,748,679 28.9 % * Less than one percent. (1) 12,960,064 common units issued and outstanding as of February 22, 2024. (2) Mr. Robertson, Jr. may be deemed to beneficially own 668,748 common units owned in his capacity as controlling owner of Quintana Holdings, LP, 1,727,986 common units in his capacity as controlling member of Quintana Management LLC, which is the sole member of Western Pocahontas GP LLC, which is the general partner of Western Pocahontas Limited Partnership, 156,000 common units in his capacity as the controlling member of Quintana Management LLC, which is the sole member of Robertson Coal Management LLC, which is the sole member of GP Natural Resource Partners LLC, which is the general partner of NRP (GP) LP, 11,021 common units in his capacity as controlling shareholder of Western Pocahontas Corporation, and 5,293 common units in his capacity as controlling shareholder of GNP Management Corporation. Mr. Robertson, Jr.’s address is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002. (3) Quintana Management LLC has voting and dispositive power with respect to 1,727,986 common units in its capacity as sole member of Western Pocahontas GP LLC, which is the general partner of Western Pocahontas Properties Limited Partnership and 156,000 common units in its capacity as the sole member of Robertson Coal Management LLC, which is the sole member of GP Natural Resource Partners LLC, which is the general partner of NRP (GP) LP. The business address of Quintana Management LLC is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002. (4) According to a Schedule 13G filing with the SEC on February 7, 2024, The Goldman Sachs Group holds shared voting power and shared dispositive power with respect to 917,289 common units in the Partnership. The business address of The Goldman Sachs Group is 200 West Street, New York, NY 10282. (5) Mr. Morian may be deemed to beneficially own 344,863 common units owned by Shadder Investments and 60,097 common units owned by Mocol Properties, L.P. (6) Does not include 4,354 common units awarded pursuant to NRP’s long-term incentive plan that Mr. Navarre has elected to defer settlement of until 90 days following the date that he no longer serves on NRP’s board. (7) Mr. Robertson III may be deemed to beneficially own 9,783 common units held by CIII Capital Management, LLC, 10,000 common units held by BHJ Investments LP, 19,663 common units held by The Corbin James Robertson III, 2009 Family Trust and 39 common units held by his spouse, Brooke Robertson. The address for CIII Capital Management, LLC, BHJ Investments LP, and The Corbin James Robertson III, 2009 Family Trust is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002. The following common units are pledged as collateral for loans: 68,873 common units owned by Mr. Robertson III. (8) Does not include 18,082 common units awarded pursuant to NRP’s long-term incentive plan that Mr. Smith has elected to defer settlement of until 90 days following the date that he no longer serves on NRP’s board. Mr. Smith may be deemed to beneficially own 355 common units owned by the SP Smith 2002 Revocable Trust. (9) NRP’s directors and executive officers as a group consists of 13 individuals. 96 Table of Contents Percentage of Name of Beneficial Owner Preferred Units Preferred Units GoldenTree Asset Management, LP (1) 71,666 100 % (1) The preferred units are owned by funds managed by GoldenTree Asset Management, LP, whose address is 300 Park Ave, New York, NY 10022. Steven A. Tananbaum serves as senior managing member of GoldenTree Asset Management LLC, the general partner of GoldenTree Asset Management, LP. Securities Authorized for Issuance under Equity Compensation Plans The following table shows the securities authorized for issuance under our 2017 Long-Term Incentive Plan as of December 31, 2023. The initial number of common units authorized for issuance pursuant to awards under the plan was 800,000 and in March 2022, an additional 800,000 units were authorized for issuance. Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders — — 713,893 (1) Equity compensation plans not approved by security holders n/a n/a n/a Total — — 713,893 (1) As of December 31, 2023, 483,483 2017 Plan Phantom Units were outstanding. Each 2017 Plan Phantom Units represents the right to receive one common unit, together with associated distribution equivalent rights. 97 Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Relationships with Entities Associated with Corbin J. Robertson, Jr. Western Pocahontas Properties Limited Partnership, New Gauley Coal Corporation, and Great Northern Properties Limited Partnership are three privately held companies that are primarily engaged in owning and managing mineral properties. We refer to these companies collectively as the "WPP Group". Corbin J. Robertson, Jr. controls the general partner of Western Pocahontas Properties, 85% of the general partner of Great Northern Properties Limited Partnership and is the Chairman and Chief Executive Officer of New Gauley Coal Corporation. Omnibus Agreement As part of the omnibus agreement entered into concurrently with the closing of our initial public offering (the "Omnibus Agreement"), the WPP Group and any entity controlled by Corbin J. Robertson, Jr., which we refer to in this section as the “GP affiliates,” each agreed that neither they nor their affiliates will, directly or indirectly, engage or invest in entities that engage in the following activities (each, a "restricted business") in the specific circumstances described below: • the entering into or holding of leases with a party other than an affiliate of the GP affiliate for any GP affiliate-owned fee coal within the United States; and • the entering into or holding of subleases with a party other than an affiliate of the GP affiliate for coal within the United States controlled by a paid-up lease owned by any GP affiliate or its affiliate. "Affiliate" means, with respect to any GP affiliate or, any other entity in which such GP affiliate owns, through one or more intermediaries, 50% or more of the then outstanding voting securities or other ownership interests of such entity. Except as described below, the WPP Group and its controlled affiliates will not be prohibited from engaging in activities in which they compete directly with us. A GP affiliate may, directly or indirectly, engage in a restricted business if: • the GP affiliate was engaged in the restricted business at the closing of the offering; provided that if the fair market value of the asset or group of related assets of the restricted business subsequently exceeds $10 million, the GP affiliate must offer the restricted business to us under the offer procedures described below. • the asset or group of related assets of the restricted business have a fair market value of $10 million or less; provided that if the fair market value of the assets of the restricted business subsequently exceeds $10 million, the GP affiliate must offer the restricted business to us under the offer procedures described below. • the asset or group of related assets of the restricted business have a fair market value of more than $10 million and the general partner (with the approval of the conflicts committee) has elected not to cause us to purchase these assets under the procedures described below. • its ownership in the restricted business consists solely of a non-controlling equity interest. For purposes of this paragraph, "fair market value" means the fair market value as determined in good faith by the relevant GP affiliate. The total fair market value in the good faith opinion of the WPP Group of all restricted businesses engaged in by the WPP Group, other than those engaged in by the WPP Group at closing of our initial public offering (and except as described below under "—Pocahontas Royalties LLC"), may not exceed $75 million. For purposes of this restriction, the fair market value of any entity engaging in a restricted business purchased by the WPP Group will be determined based on the fair market value of the entity as a whole, without regard for any lesser ownership interest to be acquired. If the WPP Group desires to acquire a restricted business or an entity that engages in a restricted business with a fair market value in excess of $10 million and the restricted business constitutes greater than 50% of the value of the business to be acquired, then the WPP Group must first offer us the opportunity to purchase the restricted business. If the WPP Group desires to acquire a restricted business or an entity that engages in a restricted business with a value in excess of $10 million and the restricted business constitutes 50% or less of the value of the business to be acquired, then the GP affiliate may purchase the restricted business first and then offer us the opportunity to purchase the restricted business within six months of acquisition. For purposes of this paragraph, "restricted business" excludes a general partner interest or managing member interest, which is addressed in a separate restriction summarized below. For purposes of this paragraph only, "fair market value" means the fair market value as determined in good faith by the relevant GP affiliate. If we want to purchase the restricted business and the GP affiliate and the general partner, with the approval of the conflicts committee, agree on the fair market value and other terms of the offer within 60 days after the general partner receives the offer from the GP affiliate, we will purchase the restricted business as soon as commercially practicable. If the GP affiliate and the general partner, with the approval of the conflicts committee, are unable to agree in good faith on the fair market value and other terms of the offer within 60 days after the general partner receives the offer, then the GP affiliate may sell the restricted business to a third party within two years for no less than the purchase price and on terms no less favorable to the GP affiliate than last offered by us. During this two-year period, the GP affiliate may operate the restricted business in competition with us, subject to the restriction on total fair market value of restricted businesses owned in the case of the WPP Group. 98 Table of Contents If, at the end of the two-year period, the restricted business has not been sold to a third party and the restricted business retains a value, in the good faith opinion of the relevant GP affiliate, in excess of $10 million, then the GP affiliate must reoffer the restricted business to the general partner. If the GP affiliate and the general partner, with the approval of the conflicts committee, agree on the fair market value and other terms of the offer within 60 days after the general partner receives the second offer from the GP affiliate, we will purchase the restricted business as soon as commercially practicable. If the GP Affiliate and the general partner, with the concurrence of the conflicts committee, again fail to agree after negotiation in good faith on the fair market value of the restricted business, then the GP affiliate will be under no further obligation to us with respect to the restricted business, subject to the restriction on total fair market value of restricted businesses owned. In addition, if during the two-year period described above, a change occurs in the restricted business that, in the good faith opinion of the GP affiliate, affects the fair market value of the restricted business by more than 10 percent and the fair market value of the restricted business remains, in the good faith opinion of the relevant GP affiliate, in excess of $10 million, the GP affiliate will be obligated to reoffer the restricted business to the general partner at the new fair market value, and the offer procedures described above will recommence. If the restricted business to be acquired is in the form of a general partner interest in a publicly held partnership or a managing member interest in a publicly held limited liability company, the WPP Group may not acquire such restricted business even if we decline to purchase the restricted business. If the restricted business to be acquired is in the form of a general partner interest in a non-publicly held partnership or a managing member of a non-publicly held limited liability company, the WPP Group may acquire such restricted business subject to the restriction on total fair market value of restricted businesses owned and the offer procedures described above. The Omnibus Agreement may be amended at any time by the general partner, with the concurrence of the conflicts committee. The respective obligations of the WPP Group under the Omnibus Agreement terminate when the WPP Group and its affiliates cease to participate in the control of the general partner. For more information, see the Omnibus Agreement attached as Exhibit 10.3 to this Annual Report on Form 10-K. Pocahontas Royalties LLC On February 28, 2020, Pocahontas Royalties LLC (“Pocahontas Royalties”) completed the acquisition of a private company that owns approximately one million acres of mineral rights and leases coal to coal mine operators in Central Appalachia. Pocahontas Royalties is controlled by Corbin J. Robertson, Jr. and members of his family. Reed Morian, one of the directors of GP Natural Resource Partners LLC, also serves on the Board of Managers of Pocahontas Royalties. In connection with the closing of the acquisition, we and Pocahontas Royalties entered into a limited waiver of the Omnibus Agreement pursuant to which we waived the provision of the Omnibus Agreement that restricts Mr. Robertson, Jr. and his affiliates (other than NRP) from owning, operating or investing in fee coal in the United States with an aggregate fair market value in excess of $75 million. Mr. Robertson had previously offered NRP the opportunity to participate in the acquisition and we determined, after due consideration, not to participate. In addition, on February 28, 2020, we and Pocahontas Royalties entered into a right of first offer agreement pursuant to which Pocahontas Royalties granted us the exclusive right of first offer to purchase any assets (or entities holding such assets) proposed to be sold at any time by Pocahontas Royalties or any of its subsidiaries with a fair market value exceeding $2 million (individually or in the aggregate), excluding surface acreage, assets or rights (other than surface rights that are appurtenant to or necessary for the development of mineral rights). Provided that Pocahontas Royalties has provided us the opportunity to make a first offer within the time periods specified in the agreement, Pocahontas Royalties will be under no obligation to accept any offer timely made by us and may determine, in its sole discretion, to consummate a transaction with a third party free and clear of any obligations to us. Preferred Unitholder Board Representation and Observation Rights Agreement Effective on March 2, 2017, in connection with the closing of the issuance of the Preferred Units, we entered into the Board Representation and Observation Rights Agreement (the “Board Rights Agreement”) with Blackstone and GoldenTree. Pursuant to the Board Rights Agreement, Blackstone appointed one member to serve on the Board of Directors and one observer to attend meetings of the Board of Directors. Pursuant to the Board Rights Agreement, Blackstone's rights to appoint a member of the Board and an observer terminate at such time as Blackstone, together with their affiliates, no longer own at least 20% of the total number of preferred units issued on the closing date, together with all PIK units that have been issued but not redeemed (the "Minimum Preferred Unit Threshold"). Following the time that Blackstone (and their affiliates) no longer own the Minimum Preferred Unit Threshold and until such time as GoldenTree (together with their affiliates) no longer own the Minimum Preferred Unit Threshold, GoldenTree shall have the one-time option to appoint either one person to serve as a member of the Board of Directors or one person to serve as a Board of Directors observer. To the extent GoldenTree elects to appoint a Board of Directors member and later remove such board designee, GoldenTree may then elect to appoint a Board of Directors observer. In 2023, we repurchased all of Blackstone's preferred units, which were subsequently retired and no longer remain outstanding, and all rights of Blackstone related thereto ceased as a result. In connection with these repurchases, Blackstone's board designee resigned from the Board of Directors. GoldenTree did not exercise its one-time option pursuant to the Board Rights Agreement to appoint either a director or an observer to the Board of Directors within 30 days of receipt of notice that Blackstone (and its affiliates) no longer own the Minimum Preferred Unit Threshold and GoldenTree no longer has the right to appoint either a director or an observer to the Board of Directors. For more information on the Preferred Units, including the rights of the holders thereof, see " Item 8. Financial Statements and Supplementary Data—Note 4. Class A Convertible Preferred Units and Warrants " elsewhere in this Annual Report on Form 10-K. Office Building in Huntington, West Virginia We lease an office building in Huntington, West Virginia from Western Pocahontas Properties Limited Partnership. The initial 10-year term of the lease expired at the end of 2018. On January 1, 2019, we entered into a new lease on the building for a five-year base term, with five additional five-year renewal options. We paid approximatel y $0.8 million to Western Pocahontas under the lease during the year ended December 31, 2023. Relationship with Cadence Bank, N.A. Paul B. Murphy, Jr. one of the members of the Board of Directors, is the Chairman of Cadence Bank, N.A., which is a lender under Opco's revolving credit facility and has received customary fees and interest payments in connection therewith. We paid approximately $2.1 million in interest and fees under the credit facility to Cadence Bank, N.A during the year ended December 31, 2023. 99 Table of Contents Conflicts of Interest Conflicts of interest exist and may arise in the future as a result of the relationships between our general partner and its affiliates (including the WPP Group and Pocahontas Royalties) on the one hand, and our partnership and our limited partners, on the other hand. The directors and officers of GP Natural Resource Partners LLC have duties to manage GP Natural Resource Partners LLC and our general partner in a manner beneficial to its owners. At the same time, our general partner has a duty to manage our Partnership in a manner beneficial to us and our unitholders. The Delaware Revised Uniform Limited Partnership Act, which we refer to as the "Delaware Act", provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary duties otherwise owed by a general partner to limited partners and the partnership. Pursuant to these provisions, our partnership agreement contains various provisions modifying the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing the duties of the general partner and the methods of resolving conflicts of interest. Our partnership agreement also specifically defines the remedies available to limited partners for actions taken that, without these defined liability standards, might constitute breaches of fiduciary duty under applicable Delaware law. Whenever a conflict arises between our general partner or its affiliates, on the one hand, and our partnership or any other partner, on the other, our general partner will resolve that conflict. Our general partner may, but is not required to, seek the approval of the conflicts committee of the Board of Directors of such resolution. The partnership agreement contains provisions that allow our general partner to take into account the interests of other parties in addition to our interests when resolving conflicts of interest. Our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or our unitholders if the resolution of the conflict is considered to be fair and reasonable to us. Any resolution is considered to be fair and reasonable to us if that resolution is: • approved by the conflicts committee, although our general partner is not obligated to seek such approval and our general partner may adopt a resolution or course of action that has not received approval; • on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or • fair to us, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us. In resolving a conflict, our general partner, including its conflicts committee, may, unless the resolution is specifically provided for in the partnership agreement, consider: • the relative interests of any party to such conflict and the benefits and burdens relating to such interest; • any customary or accepted industry practices or historical dealings with a particular person or entity; • generally accepted accounting practices or principles; and • such additional factors it determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. In addition, GoldenTree has certain consent rights. In the exercise of these consent rights, conflicts of interest could arise between us and GoldenTree. Conflicts of interest could arise in the situations described below, among others. Actions taken by our general partner may affect the amount of cash available for distribution to unitholders. The amount of cash that is available for distribution to unitholders is affected by decisions of our general partner regarding such matters as: • amount and timing of asset purchases and sales; • cash expenditures; • borrowings; • the issuance of additional common units; and • the creation, reduction or increase of mineral rights in any quarter. In addition, borrowings by us and our affiliates do not constitute a breach of any duty owed by our general partner to the unitholders, including borrowings that have the purpose or effect of enabling our general partner to receive distributions. For example, in the event we have not generated sufficient cash from our operations to pay the quarterly distribution on our common units, our partnership agreement permits us to borrow funds which may enable us to make this distribution on all outstanding common units. The partnership agreement provides that we and our subsidiaries may borrow funds from our general partner and its affiliates. Our general partner and its affiliates may not borrow funds from us or our subsidiaries. 100 Table of Contents We do not have any officers or employees. We rely on officers and employees of GP Natural Resource Partners LLC and its affiliates. We do not have any officers or employees and rely on officers and employees of GP Natural Resource Partners LLC and its affiliates. Affiliates of GP Natural Resource Partners LLC conduct businesses and activities of their own in which we have no economic interest. If these separate activities are significantly greater than our activities, there could be material competition for the time and effort of the officers and employees who provide services to our general partner. The officers of GP Natural Resource Partners LLC are not required to work full time on our affairs. Certain of these officers devote significant time to the affairs of the WPP Group or its affiliates and are compensated by these affiliates for the services rendered to them. We reimburse our general partner and its affiliates for expenses. We reimburse our general partner and its affiliates for costs incurred in managing and operating us, including costs incurred in rendering corporate staff and support services to us. The partnership agreement provides that our general partner determines the expenses that are allocable to us in any reasonable manner determined by our general partner in its sole discretion. Our general partner intends to limit its liability regarding our obligations. Our general partner intends to limit its liability under contractual arrangements so that the other party has recourse only to our assets, and not against our general partner or its assets. The partnership agreement provides that any action taken by our general partner to limit its liability or our liability is not a breach of our general partner’s fiduciary duties, even if we could have obtained more favorable terms without the limitation on liability. Common unitholders have no right to enforce obligations of our general partner and its affiliates under agreements with us. Any agreements between us on the one hand, and our general partner and its affiliates, on the other, do not grant to the unitholders, separate and apart from us, the right to enforce the obligations of our general partner and its affiliates in our favor. Contracts between us, on the one hand, and our general partner and its affiliates, on the other, are not the result of arm ’ s-length negotiations. The partnership agreement allows our general partner to pay itself or its affiliates for any services rendered to us, provided these services are rendered on terms that are fair and reasonable. Our general partner may also enter into additional contractual arrangements with any of its affiliates on our behalf. Neither the partnership agreement nor any of the other agreements, contracts and arrangements between us, on the one hand, and our general partner and its affiliates, on the other, are the result of arm’s-length negotiations. All of these transactions entered into after our initial public offerings are on terms that are fair and reasonable to us. Our general partner and its affiliates have no obligation to permit us to use any facilities or assets of our general partner and its affiliates, except as may be provided in contracts entered into specifically dealing with that use. There is no obligation of our general partner or its affiliates to enter into any contracts of this kind. We may not choose to retain separate counsel for ourselves or for the holders of common units. The attorneys, independent auditors and others who have performed services for us in the past were retained by our general partner, its affiliates and us and have continued to be retained by our general partner, its affiliates and us. Attorneys, independent auditors and others who perform services for us are selected by our general partner or the conflicts committee and may also perform services for our general partner and its affiliates. We may retain separate counsel for ourselves or the holders of common units in the event of a conflict of interest arising between our general partner and its affiliates, on the one hand, and us or the holders of common units, on the other, depending on the nature of the conflict. We do not intend to do so in most cases. Delaware case law has not definitively established the limits on the ability of a partnership agreement to restrict such fiduciary duties. Our general partner ’ s affiliates may compete with us. The partnership agreement provides that our general partner is restricted from engaging in any business activities other than those incidental to its ownership of interests in us. Except as provided in our partnership agreement and the Omnibus Agreement, affiliates of our general partner will not be prohibited from engaging in activities in which they compete directly with us. The Conflicts Committee Charter is available upon request. Director Independence For a discussion of the independence of the members of the Board of Directors of our managing general partner under applicable standards, see " Item 10. Directors and Executive Officers of the Managing General Partner and Corporate Governance—Corporate Governance—Independence of Directors ," which is incorporated by reference into this Item 13. Review, Approval or Ratification of Transactions with Related Persons If a conflict or potential conflict of interest arises between our general partner and its affiliates (including the WPP Group and Pocahontas Royalties) on the one hand, and our partnership and our limited partners, on the other hand, the resolution of any such conflict or potential conflict is addressed as described under "—Conflicts of Interest." Pursuant to our Code of Business Conduct and Ethics, conflicts of interest are prohibited as a matter of policy, except under guidelines approved by the Board of Directors and as provided in the Omnibus Agreement and our partnership agreement. For the year ended December 31, 2023 there were no transactions where such guidelines were not followed. 101 Table of Contents ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The Audit Committee of the Board of Directors of GP Natural Resource Partners LLC recommended, and we engaged Ernst & Young LLP to audit our accounts and assist with tax compliance for fiscal 2023 and 2022. All of our audit, audit-related fees and tax services have been approved by the Audit Committee of our Board of Directors. The following table presents fees for professional services rendered by Ernst & Young LLP: 2023 2022 Audit Fees (1) $ 972,500 $ 904,137 Tax Fees (2) 442,270 437,400 (1) Audit fees include fees associated with the annual integrated audit of our consolidated financial statements and internal controls over financial reporting, separate audits of subsidiaries and reviews of our quarterly financial statement for inclusion in our Form 10-Q and comfort letters; consents; work related to acquisitions; assistance with and review of documents filed with the SEC. (2) Tax fees include fees principally incurred for assistance with tax planning, compliance, tax return preparation and filing of Schedules K-1. Audit and Non-Audit Services Pre-Approval Policy I. Statement of Principles Under the Sarbanes-Oxley Act of 2002 (the "Act"), the Audit Committee of the Board of Directors is responsible for the appointment, compensation and oversight of the work of the independent auditor. As part of this responsibility, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that they do not impair the auditor’s independence from the Partnership. To implement these provisions of the Act, the SEC has issued rules specifying the types of services that an independent auditor may not provide to its audit client, as well as the audit committee’s administration of the engagement of the independent auditor. Accordingly, the Audit Committee has adopted, and the Board of Directors has ratified, this Audit and Non-Audit Services Pre-Approval Policy (the "Policy"), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor may be pre-approved. The SEC’s rules establish two different approaches to pre-approving services, which the SEC considers to be equally valid. Proposed services may either be pre-approved without consideration of specific case-by-case services by the Audit Committee ("general pre-approval") or require the specific pre-approval of the Audit Committee ("specific pre-approval"). The Audit Committee believes that the combination of these two approaches in this Policy will result in an effective and efficient procedure to pre-approve services performed by the independent auditor. As set forth in this Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent auditor. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service for reasons such as its familiarity with our business, employees, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Partnership’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor will necessarily be determinative. The Audit Committee is also mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services and may determine, for each fiscal year, the appropriate ratio between the total amount of fees for audit, audit-related and tax services. The appendices to the Policy describe the audit, audit-related and tax services that have the general pre-approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers a different period and states otherwise. For the audit, pre-approval is for the fiscal year as the time between approval and the actual issuance of the audit may be more than 12 months. The Audit Committee will annually review and pre-approve the services that may be provided by the independent auditor without obtaining specific pre-approval from the Audit Committee. The Audit Committee will add or subtract to the list of general pre-approved services from time to time, based on subsequent determinations. The purpose of this Policy is to set forth the procedures by which the Audit Committee intends to fulfill its responsibilities. It does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the independent auditor to management. Ernst & Young LLP, our independent auditor reviews this Policy annually and it does not adversely affect its independence. 102 Table of Contents II. Delegation As provided in the Act and the SEC’s rules, the Audit Committee has delegated either type of pre-approval authority to Stephen P. Smith, the Chairman of the Audit Committee. Mr. Smith must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting. III. Audit Services The annual Audit services engagement terms and fees will be subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit (including required quarterly reviews), subsidiary audits and other procedures required to be performed by the independent auditor to be able to form an opinion on the Partnership’s consolidated financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit or quarterly review. Audit services also include the attestation engagement for the independent auditor’s report on internal controls for financial reporting. The Audit Committee monitors the audit services engagement as necessary, but not less than on a quarterly basis, and approves, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, partnership structure or other items. In addition to the annual audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other audit services, which are those services that only the independent auditor reasonably can provide. Other audit services may include statutory audits or financial audits for our subsidiaries or our affiliates and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings. IV. Audit-related Services Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Partnership’s financial statements or that are traditionally performed by the independent auditor. Because the Audit Committee believes that the provision of audit-related services does not impair the independence of the auditor and is consistent with the SEC’s rules on auditor independence, the Audit Committee may grant general pre-approval to audit-related services. Audit-related services include, among others, due diligence services pertaining to potential business acquisitions/dispositions; accounting consultations related to accounting, financial reporting or disclosure matters not classified as "Audit Services"; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; financial audits of employee benefit plans; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements. V. Tax Services The Audit Committee believes that the independent auditor can provide tax services to the Partnership such as tax compliance, tax planning and tax advice without impairing the auditor’s independence, and the SEC has stated that the independent auditor may provide such services. Hence, the Audit Committee believes it may grant general pre-approval to those tax services that have historically been provided by the auditor, that the Audit Committee has reviewed and believes would not impair the independence of the auditor and that are consistent with the SEC’s rules on auditor independence. The Audit Committee will not permit the retention of the independent auditor in connection with a transaction initially recommended by the independent auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the Chief Financial Officer or outside counsel to determine that the tax planning and reporting positions are consistent with this Policy. VI. Pre-Approval Fee Levels or Budgeted Amounts Pre-approval fee levels or budgeted amounts for all services to be provided by the independent auditor will be established annually by the Audit Committee. Any proposed services exceeding these levels or amounts will require specific pre-approval by the Audit Committee. The Audit Committee is mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services. For each fiscal year, the Audit Committee may determine the appropriate ratio between the total amount of fees for audit, audit-related and tax services. VII. Procedures All requests or applications for services to be provided by the independent auditor that do not require specific approval by the Audit Committee will be submitted to the Chief Financial Officer and must include a detailed description of the services to be rendered. The Chief Financial Officer will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by the independent auditor. Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditor and the Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence. 103 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) and (2) Financial Statements and Schedules (1) See " Item 8. Financial Statements and Supplementary Data . " (2) All schedules are omitted because they are not required or because the information is immaterial or provided elsewhere in the Consolidated Financial Statements and Notes thereto. (a)(3) Sisecam Wyoming LLC Financial Statements The financial statements of Sisecam Wyoming LLC required pursuant to Rule 3-09 of Regulation S-X are included in this filing as Exhibit 99.1 . (a)(4) Exhibits Exhibit Number Description 3.1 Fifth Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P., dated as of March 2, 2017 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on March 6, 2017). 3.2 Fifth Amended and Restated Agreement of Limited Partnership of NRP (GP) LP, dated as of December 16, 2011 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on December 16, 2011). 3.3 Fifth Amended and Restated Limited Liability Company Agreement of GP Natural Resource Partners LLC, dated as of October 31, 2013 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on October 31, 2013). 3.4 Amended and Restated Limited Liability Company Agreement of NRP (Operating) LLC, dated as of October 17, 2002 (incorporated by reference to Exhibit 3.4 of Annual Report on Form 10-K for the year ended December 31, 2002). 3.5 Certificate of Limited Partnership of Natural Resource Partners L.P. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed April 19, 2002, File No. 333-86582). 4.1 Note Purchase Agreement dated as of June 19, 2003 among NRP (Operating) LLC and the Purchasers signatory thereto (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed June 23, 2003). 4.2 First Amendment, dated as of July 19, 2005, to Note Purchase Agreement dated as of June 19, 2003 among NRP (Operating) LLC and the purchasers signatory thereto (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on July 20, 2005). 4.3 Second Amendment, dated as of March 28, 2007, to Note Purchase Agreement dated as of June 19, 2003 among NRP (Operating) LLC and the purchasers signatory thereto (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on March 29, 2007). 4.4 First Supplement to Note Purchase Agreement, dated as of July 19, 2005 among NRP (Operating) LLC and the purchasers signatory thereto (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on July 20, 2005). 4.5 Second Supplement to Note Purchase Agreement, dated as of March 28, 2007 among NRP (Operating) LLC and the purchasers signatory thereto (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on March 29, 2007). 4.6 Third Supplement to Note Purchase Agreement, dated as of March 25, 2009 among NRP (Operating) LLC and the purchasers signatory thereto (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on March 26, 2009). 4.7 Fourth Supplement to Note Purchase Agreement, dated as of April 20, 2011 among NRP (Operating) LLC and the purchasers signatory thereto (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on April 21, 2011). 4.8 Subsidiary Guarantee of Senior Notes of NRP (Operating) LLC, dated June 19, 2003 (incorporated by reference to Exhibit 4.5 to Current Report on Form 8-K filed June 23, 2003). 4.9 Form of Series A Note (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed June 23, 2003). 4.10 Form of Series D Note (incorporated by reference to Exhibit 4.12 to Annual Report on Form 10-K filed February 28, 2007). 104 Table of Contents Exhibit Number Description 4.11 Form of Series E Note (incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed March 29, 2007). 4.12 Form of Series F Note (incorporated by reference to Exhibit 4.2 to Quarterly Report on Form 10-Q filed May 7, 2009). 4.13 Form of Series G Note (incorporated by reference to Exhibit 4.3 to Quarterly Report on Form 10-Q filed May 7, 2009). 4.14 Form of Series H Note (incorporated by reference to Exhibit 4.2 to Quarterly Report on Form 10-Q filed May 5, 2011). 4.15 Form of Series I Note (incorporated by reference to Exhibit 4.3 to Quarterly Report on Form 10-Q filed May 5, 2011). 4.16 Form of Series J Note (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on June 15, 2011). 4.17 Form of Series K Note (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on October 3, 2011). 4.18 Registration Rights Agreement, dated as of January 23, 2013, by and among Natural Resource Partners L.P. and the Investors named therein (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on January 25, 2013). 4.19 Third Amendment, dated as of June 16, 2015, to Note Purchase Agreements, dated as of June 19, 2003, among NRP (Operating) LLC and the holders named therein (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on June 18, 2015). 4.20 Fourth Amendment, dated as of September 9, 2016, to Note Purchase Agreements, dated as of June 19, 2003, among NRP (Operating) LLC and the holders named therein (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on September 12, 2016). 4.21 Indenture, dated April 29, 2019, by and among Natural Resource Partners L.P. and NRP Finance Corporation, as issuers, and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on May 2, 2019). 4.22 Form of 9.125% Senior Notes due 2025 (contained in Exhibit 1 to Exhibit 4.21). 4.23 Registration Rights Agreement dated as of March 2, 2017, by and among Natural Resource Partners L.P. and the Purchasers named therein (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on March 6, 2017). 4.24 Form of Warrant to Purchase Common Units (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on March 6, 2017). 4.25 Description of Equity Securities of Natural Resource Partners L.P. (incorporated by reference to Exhibit 4.25 to Annual Report on Form 10-K filed on February 27, 2020) . 10.1 Third Amended and Restated Credit Agreement, dated as of June 16, 2015, by and among NRP (Operating) LLC, the lenders party thereto, Citibank, N.A. as Administrative Agent and Collateral Agent, Citigroup Global Markets Inc. and Wells Fargo Securities LLC as Joint Lead Arrangers and Joint Bookrunners, and Citibank, N.A., as Syndication Agent (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 18, 2015). 10.2 First Amendment, dated as of June 3, 2016, to Third Amended and Restated Credit Agreement, dated as of June 16, 2015, by and among NRP (Operating) LLC, the lenders party thereto, Citibank, N.A. as Administrative Agent and Collateral Agent, Citigroup Global Markets Inc. and Wells Fargo Securities LLC as Joint Lead Arrangers and Joint Bookrunners, and Citibank, N.A., as Syndication Agent (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 7, 2016). 10.3 First Amended and Restated Omnibus Agreement, dated as of April 22, 2009, by and among Western Pocahontas Properties Limited Partnership, Great Northern Properties Limited Partnership, New Gauley Coal Corporation, Robertson Coal Management LLC, GP Natural Resource Partners LLC, NRP (GP) LP, Natural Resource Partners L.P. and NRP (Operating) LLC (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed May 7, 2009). 10.4 Limited Liability Company Agreement of Sisecam Wyoming LLC, dated June 30, 2014 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by Sisecam Resources LP on July 2, 2014). 10.5 Amendment No. 1 to the Limited Liability Company Agreement of Sisecam Wyoming LLC dated November 5, 2015 (incorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K filed by Sisecam Resources LP on March 11, 2016). 105 Table of Contents Exhibit Number Description 10.6 Second Amendment, dated as of March 2, 2017, to Third Amended and Restated Credit Agreement, dated as of June 16, 2015, by and among NRP (Operating) LLC, the lenders party thereto, Citibank, N.A. as Administrative Agent and Collateral Agent, Citigroup Global Markets Inc. and Wells Fargo Securities LLC as Joint Lead Arrangers and Joint Bookrunners, and Citibank, N.A., as Syndication Agent (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on March 6, 2017). 10.7 Fourth Amendment, dated as of April 3, 2019, to Third Amended and Restated Credit Agreement, dated as of June 16, 2015, by and among NRP (Operating) LLC and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 9, 2019). 10.8 Master Assignment Agreement and Fifth Amendment to Third Amended Credit Agreement, dated as of August 9, 2022 by and among NRP (Operating) LLC, the Lenders party thereto, the Exiting Lenders, and Zions Bancorporation, N.A. dba Amegy Bank, as administrative agent for the Lenders, as Swingline Lender, and as an Issuing Bank (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 11, 2022). 10.9 Sixth Amendment to the Third Amended and Restated Credit Agreement, dated as of May 11, 2023, by and among NRP (Operating) LLC, the lenders party thereto and Zions Bancorporation, N.A. dba Amegy Bank, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 15, 2023). 10.10 New Lender Agreement, dated as of May 11, 2023, by and among NRP (Operating) LLC, Zions Bancorporation, N.A. dba Amegy Bank, and Gulf Capital Bank (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on May 15, 2023). 10.11 New Lender Agreement, dated as of February 1, 2024, by and among NRP (Operating) LLC, Zions Bancorporation, N.A. dba Amegy Bank, and Summit Community Bank (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on February 6, 2024). 10.12 Commitment Increase Agreement dated as of February 14, 2024, by and among NRP (Operating) LLC, Zions Bancorporation, N.A. dba Amegy Bank, and Frost Bank (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on February 20, 2024). 10.13 New Lender Agreement, dated as of September 1, 2022 by and among NRP (Operating) LLC, the Borrower, Zions Bancorporation, N.A. dba Amegy Bank, in its capacity as administrative agent under the Fifth Amendment to Third Amended Credit Agreement and Prosperity Bank, the New Lender (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on September 8, 2022). 10.14 New Lender Agreement, dated as of April 8, 2019, by and among NRP (Operating) LLC and the lenders party thereto (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on April 9, 2019). 10.15 Board Representation and Observation Rights Agreement dated as of March 2, 2017, by and among Natural Resource Partners L.P., Robertson Coal Management LLC, GP Natural Resource Partners LLC, NRP (GP) LP, BTO Carbon Holdings L.P. and the GoldenTree Purchasers named therein (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on March 6, 2017) 10.16 Master Amendment and Supplement to Coal Mining and Transportation Lease Agreements and Parent Guaranty dated June 30, 2020 by and among NRP (Operating) LLC, WPP LLC, Hod LLC, Independence Land Company, LLC, Williamson Transport LLC, Foresight Energy LP, Foresight Energy GP LLC, Foresight Energy LLC, Macoupin Energy, LLC, Williamson Energy, LLC, Sugar Camp Energy, LLC, Hillsboro Energy LLC, Foresight Energy Resources LLC, and Foresight Energy Operating LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on July 1, 2020). 10.17 Limited Waiver dated February 28, 2020 by Natural Resource Partners L.P., GP Natural Resource Partners LLC, NRP (GP) LP, and NRP (Operating) LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on March 3, 2020). 10.18 Right of First Offer Agreement dated as of February 28, 2020 by and among Pocahontas Royalties LLC, Natural Resource Partners L.P., GP Natural Resource Partners LLC, NRP (GP) LP, and NRP (Operating) LLC. (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on March 3, 2020). 10.19+ Natural Resource Partners L.P. 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 17, 2018). 10.20+ Form of Phantom Unit Award Agreement (Employees and Service Providers) (incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-8 filed on February 9, 2018). 10.21+ Form of Phantom Unit Award Agreement (Directors) (incorporated by reference to Exhibit 4.6 to Registration Statement on Form S-8 filed on February 9, 2018). 10.22+ Form of Phantom Unit Award Agreement (Employees and Service Providers) (incorporated by reference to Exhibit 10.13 to Annual Report on Form 10-K filed on February 27, 2020). 10.23+ Form of Phantom Form of Phantom Unit Award Agreement (Directors) (incorporated by reference to Exhibit 10.14 to Annual Report on Form 10-K filed on February 27, 2020). 10.24+ Form of Phantom Unit Award Agreement (Directors with Deferral Election) (incorporated by reference to Exhibit 10.15 to Annual Report on Form 10-K filed on February 27, 2020). 21.1* List of Subsidiaries of Natural Resource Partners L.P. 23.1* Consent of Ernst & Young LLP. 23.2* Consent of BDO USA, P.C. 23.3* Consent of Deloitte & Touche LLP. 31.1* Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley. 31.2* Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley. 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350. 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350. 97.1* Natural Resource Partners L.P. Incentive-Based Compensation Recoupment Policy, dated August 2, 2023. 99.1* Financial Statements of Sisecam Wyoming LLC as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021. 106 Table of Contents Exhibit Number Description 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) * Filed herewith ** Furnished herewith + Management compensatory plan or arrangement 107 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NATURAL RESOURCE PARTNERS L.P. By: NRP (GP) LP, its general partner By: GP NATURAL RESOURCE PARTNERS LLC, its general partner Date: March 7, 2024 By: / s / CORBIN J. ROBERTSON, JR. Corbin J. Robertson, Jr. Chairman of the Board, Director and Chief Executive Officer (Principal Executive Officer) Date: March 7, 2024 By: / s / CHRISTOPHER J. ZOLAS Christopher J. Zolas Chief Financial Officer (Principal Financial and Accounting Officer) 108 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: March 7, 2024 / s / GALDINO J. CLARO Galdino J. Claro Director Date: March 7, 2024 / s / S. REED MORIAN S. Reed Morian Director Date: March 7, 2024 / s / PAUL B. MURPHY, JR. Paul B. Murphy, Jr. Director Date: March 7, 2024 / s / RICHARD A. NAVARRE Richard A. Navarre Director Date: March 7, 2024 / s / CORBIN J. ROBERTSON III Corbin J. Robertson III Director Date: March 7, 2024 / s / STEPHEN P. SMITH Stephen P. Smith Director Date: March 7, 2024 / s / LEO A. VECELLIO, JR. Leo A. Vecellio, Jr. Director 109