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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-03-07 · 151 added, 181 removed, 871 unchanged (28% of the section changed)

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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.

as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, partners’ capital and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 28, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Houston, Texas

March 7, 2024

February 28, 2025

OTHER INFORMATION

During the fiscal quarter ended December 31, 2024 , 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.

DISCLSOURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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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.

RCM is entitled to appoint the members of the Board of Directors of GP Natural Resource Partners LLC.

Position with the General Partner

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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.

He also served as a Principal with Quintana Capital Group until 2023.

Robertson, Jr.

is 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.

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In addition to other leadership positions, Delegate Craig served as Chairman of the Committee on Energy.

Craig did not seek re-election in 2014 and his term ended January 2015.

Craig did not seek re-election in 2014 and his term ended in January 2015.

Prior to joining CSX, he served as a Captain in the United States Army.

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Claro started his career at Honda-Motogear as a Quality Control Manager where he worked for three years in both Brazil and Japan.

Reed Morian joined the Board of Directors of GP Natural Resource Partners LLC in 2002.

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.

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.

Morian also serves on the Board of Managers of Pocahontas Royalties, LLC.

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.

joined the Board of Directors of GP Natural Resource Partners LLC in March 2018.

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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.

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.

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 Core Natural Resources, where he serves as Lead Independent Director, Governance Committee Chair, and Compensation Committee Member.

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.

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Robertson, III joined the Board of Directors of GP Natural Resource Partners LLC in May 2013.

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.

Robertson, III previously served on the Board of Managers of Premium Resources, LLC.

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.

Robertson, III previously served as Vice President-Acquisitions for GP Natural Resource Partners LLC from 2003 until 2005.

Robertson, III also serves on the Board of Directors of Quality Magnetite and LL&B Minerals, each of which is in the energy business.

Robertson, III is the son of Corbin J.

Robertson, Jr.

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.

Robertson, III is currently Principal, co-owner and director of Quintana Minerals Corporation and sole owner of CIII Capital Management, LLC, the primary investment vehicles for Mr.

Robertson and his family’s investments in various industries.

He has over 30 years of experience in private equity and investing.

Robertson, III is Vice President and on the Board of Managers of the general partner of Western Pocahontas Properties Limited Partnership, an affiliate of NRP, and previously served as it's CEO through 2023.

Previously, Mr.

Robertson was the co-Managing Partner of LKCM Headwater Investments GP, LLC, a billion dollar plus private equity firm he co-founded with Luther King Capital Management investing in industrial distribution, financial services, energy, consumer products and healthcare businesses.

Robertson began his career as a business analyst for Deloitte & Touche Consulting Group LLP and has worked in the private equity/principal investing industry since 1995.

Robertson has founded or acquired multiple successful businesses in his career prior to co-founding Headwater.

Robertson is currently a Board member of Sunnova Energy International Inc.

NOVA), Independent Life Insurance Company, and multiple private boards of Quintana Minerals Corporation affiliated/CIII Capital Management portfolio companies.

Robertson also sits on a couple of philanthropic boards, Texas Parks & Wildlife Foundation and the University of Texas Development Board. Mr.

Robertson graduated with a Bachelor of Arts in the nationally recognized Plan II Liberal Arts Honors program and two Bachelors of Business Administration in Business Honors and Finance from University of Texas at Austin and holds a Masters of Business Administration from Harvard Business School.

Smith joined the Board of Directors of GP Natural Resource Partners LLC in 2004.

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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 Board of Directors met eight times in 2024.

During 2024, our non-management directors met in executive sessions several times.

The presiding director was Mr.

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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.

Claro, Navarre, Smith, and Vecellio are independent based on all facts and circumstances considered by the Board of Directors, 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 of Directors.

The Board of Directors has an Audit Committee, a CNG Committee and a Conflicts Committee, each of which is staffed solely by independent directors.

Audit Committee

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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.

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 of Directors has approved, that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the Securities and Exchange Commission.

Smith, Chairman

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Navarre and Mr.

During 2023, the CNG Committee met eight times.

During 2024, the CNG Committee met four times.

Our Board of Directors appoints the CNG Committee and delegates to the CNG Committee responsibility for:

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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.

Although our executives’ 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.

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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

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.

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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.

Our objective in determining the compensation of our 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 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.

Although we reimburse Quintana and Western Pocahontas, as applicable, for the applicable portion of our 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.

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Align our executive compensation with long-term performance

Align executive officers’ interests with those of unitholders

Align executives’ 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

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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.

To the extent other 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 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.

Each February, the CNG Committee also makes awards of equity-based awards to be settled in common units under the Natural Resource Partners 2017 Plan to NRP’s officers in order to incentivize management and align the long-term interests of management and NRP unitholders.

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 oversees our executive compensation and employee benefit programs, and reviews and approves all compensation decisions relating to our 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.

Specifically, the CNG Committee reviews and approves the compensation for our executive officers.

It reviews and approves the annual and long-term incentive plans in which our 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.

The CNG Committee engaged NFP to review our compensation practices for executive officers and directors relative to our peers.

NFP reports directly to the CNG Committee, and all work conducted by NFP for us is on behalf of the CNG Committee.

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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 will review 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 2024:

Amplify Energy Corp.

Enviva Partners, LP

Ring Energy, Inc.

Berry Corporation

Falcon Minerals Corporation

SilverBow Resources, Inc.

Black Stone Minerals, L.P.

Berry Corporation

Kimbell Royalty Partners, LP

Sisecam Resources LP

Brigham Minerals, Inc.

NACCO Industries, Inc.

Smart Sand, Inc.

CatchMark Timber Trust, Inc.

PHX Minerals, Inc.

Black Stone Minerals, L.P.

NACCO Industries, Inc.

SunCoke Energy, Inc.

CONSOL Coal Resources LP

Ramaco Resources, Inc.

Brigham Minerals, Inc.

PHX Minerals, Inc.

W&T Offshore Inc.

Earthstone Energy Inc.

CatchMark Timber Trust, Inc.

Ramaco Resources, Inc.

CONSOL Coal Resources LP

Ranger Oil Corporation

Earthstone Energy Inc.

Ring Energy, Inc.

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.

The Peer Group used in 2024 is identical to the Peer Group used in 2023 except that companies that are no longer publicly traded were removed.

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.

With respect to 2024 salaries and short-term cash incentive awards and long-term equity incentive awards, Mr.

Nunez, our President and Chief Operating Officer, provided Mr.

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Robertson considered those recommendations and provided the CNG Committee with recommendations for all of the executive officers other than himself.

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).

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 2024.

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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.

Robertson, who does not receive a salary for his services as Chief Executive Officer, our executive officers are paid an annual base salary by Quintana or Western Pocahontas for services rendered to us by the executive officers during the fiscal year.

We then reimburse Quintana and Western Pocahontas based on the time allocated to our business by each executive officer.

The base salaries of our 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 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 NRP's executive officers for 2024, 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.

Salaries for 2024 are shown in the Summary Compensation Table below.

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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.

Short-term cash incentive awards are used to motivate and reward our executive officers.

Each executive officer received a short-term cash incentive award approved in February 2025 by the CNG Committee.

The amounts awarded with respect to 2024 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:

With respect to 2024, 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 (who is not paid a base salary) receiving a bonus target of approximately 2.3 times a deemed base salary of $556,973 (which is the base salary of our President and Chief Operating Officer).

For 2024, 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 amount of bonus payments as a percentage of target.

The following table shows the performance measures used in the 2024 short-term cash incentive compensation for our executive officers, together with the percentage of the total annual cash incentive grant that such component comprises.

Each of the components for the executive officers is described in greater detail below:

Performance Measure

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“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.

Further, the CNG Committee determined that Free Cash Flow would be adjusted to exclude free cash flow received from Sisecam Wyoming and include the additional cash paid for interest on debt used for early settlement of outstanding warrants and preferred units.

The CNG Committee utilized the budget approved by the Board 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.

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Philip Warman

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.

Robertson does not receive a salary, his annual cash incentive is calculated as a multiple of the President and Chief Operating Officer’s base salary.

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.

We have adopted the 2017 Plan pursuant to which we may grant equity-based compensation to our 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.

We refer to these awards issued in 2024 as “2017 Plan Phantom Units.” The 2024 awards were made in the form of phantom units that will settle (following vesting) 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.

2024 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:

The award granted in February 2024 (“2024 Award”) provided a form of performance-based long-term incentive compensation.

This award included a mix of time-based and performance-based phantom units awarded at target;

35% will time-vest ratably over a three-year period and 65% will cliff vest with the actual number of units issued vesting for each phantom unit to be determined by the performance score.

The performance score shall be the relative total unit holder return (“TUR”) performance score plus the financial performance score, both weighted at 50%.

The 2017 Plan Phantom Units 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 2024 is disclosed in the Summary Compensation Table under the Stock Awards column.

In determining the award amounts the CNG Committee used a percent target of base salary.

The following table sets forth the long-term equity award targets and number of units granted to each named executive officer in 2024:

Named Executive Officer

Target as % of Base Salary

Performance-Based

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Christopher J.

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.

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.

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.

Robertson does not receive a salary, his annual cash incentive is calculated as a multiple of the President and Chief Operating Officer’s base salary.

Relative Total Unitholder Return

For the relative TUR measure, the performance-based 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 of the Partnership or a member of the peer group, as applicable, 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

In the instance of a merger, acquisition or delisting of a peer company during the performance period, the company would be removed from the peer group.

The companies used for our performance peer group for the 2024 Award at the time of the grant are listed below:

Alliance Resource Partners, L.P.

Peabody Energy Corporation

Alpha Metallurgical Resources

Alpha Metallurgical Resources, Inc.

Ramaco Resources, Inc.

Arch Resources, Inc.

Sisecam Resources LP

Ramaco Resources, Inc.

CONSOL Coal Resources LP

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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.

Each of these benefit plans requires the employee to pay a portion of the health and dental premiums, with the 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.

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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.

None of NRP, Quintana or Western Pocahontas maintains a pension plan or a defined benefit retirement 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.

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 of Directors 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 forth the ownership guidelines.

There is no minimum time period required to achieve the unit ownership guidelines.

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Chief Financial Officer

General Counsel and Secretary

General Counsel

Executive Vice President

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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).

As of December 31, 2024, all executive officers were in compliance with ownership guidelines.

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.

Incentive-Based Compensation Recoupment Policy, which is administered by the CNG Committee.

The policy authorizes the Board of Directors or any 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.

See policy at 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.

See policy as Exhibit 19.1 in this Annual Report on Form 10-K.

Policies and Practices Related to Stock Options

We do not currently grant, nor have we historically granted, stock options or similar awards as part of our equity compensation programs.

If stock options or similar awards were to be granted in the future, NRP would not grant such options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common units.

During fiscal year 2024, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

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.

This is primarily due to the fact that our compensation programs and the compensation arrangements are designed to encourage our employees, including our 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.

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Summary Compensation Table

The following table sets forth the amounts reimbursed to affiliates of our general partner for compensation in 2021, 2022 and 2023:

The following table sets forth the amounts reimbursed to affiliates of our general partner for compensation for 2022, 2023 and 2024:

Name and Principal Position (1)

Compensation ($) (3)

Stock Awards ($) (2)

All Other Compensation ($) (3)

Robertson, Jr.—Chief Executive Officer

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Includes portions of 401(k) matching allocated to Natural Resource Partners by Quintana and Western Pocahontas.

Warman was not a named executive officer in 2021 or 2022.

Craig was not a named executive officer in 2021 or 2022.

Warman was not a named executive officer in 2022.

Craig was not a named executive officer in 2022.

Craig allocated approximately 94% of his time to NRP during the year ended December 31, 2024 and amounts included under the “Salary,” “Bonus” and “All Other Compensation” columns reflect this allocation.

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The units represent performance-based awards and cliff vest in February 2027.

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.

The number of units that vest, if at all, will be between the threshold and maximum.

The units represent time-based awards and vest ratably in February 2025, 2026 and 2027.

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Christopher J.

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.

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.

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.

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.

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.

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.

90,782 units are time-based and vest ratably in February 2025, 2026 and 2027, and 44,820 units are performance based and cliff vest in February 2026 and 2027.

49,339 units are time-based and vest ratably in February 2025, 2026 and 2027, and 24,358 units are performance based and cliff vest in February 2026 and 2027.

21,437 units are time-based and vest ratably in February 2025, 2026 and 2027, and 11,791 units are performance based and cliff vest in February 2026 and 2027.

11,311 units are time-based and vest ratably in February 2025, 2026 and 2027, and 6,536 units are performance based and cliff vest in February 2026 and 2027.

14,179 units are time-based and vest ratably in February 2025, 2026 and 2027, and 6,731 units are performance based and cliff vest in February 2026 and 2027.

Based on a unit price of $111.00, the closing price for the common units on December 31, 2024.

Units Vested in 2024

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Christopher J.

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.

Calculated based on a unit price of $111.00, the closing price for the common units on December 31, 2024.

Directors' Compensation for the Year Ended December 31, 2024

For more information regarding the Board and committees thereof, see “ Item 10.

For more information regarding the Board of Directors 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 2024 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 phantom units awarded to Board of Directors members in 2024 vest after one year;

however, the Board of Directors 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 of Directors.

In addition, members of Board of Directors committees received $8,000, $7,500 and $5,000 for serving on the audit, CNG 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, 2024:

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Total Compensation ($)

Reed Morian (2)

Robertson, III

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As of December 31, 2024, each of the current directors hold the following number of outstanding phantom unit awards:

Morian, 2,267;

Navarre, 5,537;

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Claro, 1,183.

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.

Morian passed away in April 2024 at which time his phantom units awarded in February 2024 were forfeited.

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 of Directors.

As of December 31, 2024, 5,537 phantom units previously awarded to Mr.

Navarre were outstanding but only 1,183 were unvested.

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.

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 of Directors.

As of December 31, 2024, 19,265 phantom units previously awarded to Mr.

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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.

The following tables set forth, as of February 14, 2025, the amount and percentage of our common 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.

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Christopher J.

Reed Morian (5)

Robertson III (6)

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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.

may be deemed to beneficially own 703,955 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 Properties 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.

Robertson, Jr.’s address is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002.

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The business address of Quintana Management LLC is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002.

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.

According to a Schedule 13G/A filing with the SEC on November 7, 2024, The Goldman Sachs Group holds shared voting power and shared dispositive power with respect to 685,315 common units in the Partnership.

The business address of The Goldman Sachs Group is 200 West Street, New York, NY 10282.

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.

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.

Navarre has elected to defer settlement of until 90 days following the date that he no longer serves on NRP’s Board of Directors.

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.

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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.

Smith has elected to defer settlement of until 90 days following the date that he no longer serves on NRP’s Board of Directors.

Smith may be deemed to beneficially own 2,622 common units owned by the SP Smith 2002 Revocable Trust.

NRP’s directors and executive officers as a group consists of 12 individuals.

Percentage of

Name of Beneficial Owner

Preferred Units

GoldenTree Asset Management, LP (1)

The preferred units are owned by funds managed by GoldenTree Asset Management, LP, whose address is 300 Park Ave, New York, NY 10022.

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

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Equity compensation plans not approved by security holders

As of December 31, 2023, 483,483 2017 Plan Phantom Units were outstanding.

As of December 31, 2024, 349,764 of the 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.

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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.

Reed Morian, one of the former 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.

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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

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We paid approximatel y $0.8 million to Western Pocahontas under the lease during the year ended December 31, 2024.

Relationship with Cadence Bank, N.A.

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.

Conflicts of Interest

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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.

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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).

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)

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).

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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).

Seventh Amendment to the Third Amended and Restated Credit Agreement, dated as of October 15, 2024, 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 October 17, 2024).

Natural Resource Partners L.P.

Insider Trading Policy

List of Subsidiaries of Natural Resource Partners L.P.

Consent of Ernst & Young LLP.

Consent of PricewaterhouseCoopers LLP.

Consent of BDO USA, P.C.

Consent of Deloitte & Touche LLP.

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

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Certification of Chief Financial Officer pursuant to 18 U.S.C.

S-K 1300 Technical Report Summary on the Big Island Mine, Sweetwater County, Wyoming, USA, dated February 27, 2025.

Natural Resource Partners L.P.

Incentive-Based Compensation Recoupment Policy, dated August 2, 2023.

Incentive-Based Compensation Recoupment Policy, dated August 2, 2023 (incorporated by reference to Exhibit 97.1 to Annual Report on Form 10-K filed on March 7, 2024).

Financial Statements of Sisecam Wyoming LLC as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022.

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PARTNERS LLC, its general partner

March 7, 2024

February 28, 2025

/ s / CORBIN J.

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(Principal Executive Officer)

March 7, 2024

February 28, 2025

/ s / CHRISTOPHER J.

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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.

March 7, 2024

February 28, 2025

/ s / GALDINO J.

March 7, 2024

February 28, 2025

/ s / PAUL B.

March 7, 2024

February 28, 2025

/ s / RICHARD A.

March 7, 2024

February 28, 2025

/ s / CORBIN J.

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Robertson III

March 7, 2024

February 28, 2025

/ s / STEPHEN P.

March 7, 2024

February 28, 2025

VECELLIO, JR.

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

What changed 10-K

Item 9A. Controls and Procedures